Common use of Investment Advisory and Management Services Clause in Contracts

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the Value Series, the S&P 500 Index Series, and the Blue Chip Stock Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at its option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub- adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series to the investment policies, restrictions and limitations of such Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if requested by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the Value Series, the S&P 500 Index Series, and the Blue Chip Stock Series of the Fund. Fund identified in Exhibit A. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, restrictions and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at its option and expense, with respect to each of the Series, appoint a sub-adviseradviser or sub-advisers, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviseradviser or sub-advisers; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the a sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the a Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub- sub-adviser(s) with the investment policies, restrictions, and limitations of on the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series of Advisers to the investment policies, restrictions and limitations of such Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if requested required by the Fund, for officers, employees employees, or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the Small Cap Value Series, the S&P 500 Index Mid Cap Stock Series, and the Blue Chip Stock Large Cap Growth Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at its is option and expense, with respect to each of the Series, appoint a sub-adviser, adviser which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub- sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series to the investment policies, restrictions and limitations of such Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if requested required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund Company hereby engages Advisersthe Adviser, and Advisers the Adviser hereby agrees to act, act as investment adviser for, and to manage the affairs, business and the investment of the assets of the Value SeriesVoyageur Financial Institutions ("VFI") Intermediate Duration Portfolio and the VFI Core Portfolio series of the Company (each a "Fund" and, collectively, the S&P 500 Index Series, and the Blue Chip Stock Series of the Fund"Funds"). Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series each Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund Company and the current Registration Statement (including on Form N1-A of the Funds and any representations contained in the Prospectus and Statement of Additional Information) Information of the Series Funds and shall conform to the policies and restrictions purposes of the Series each Fund as set forth in such Registration Statement, Prospectus and Statement of Additional Information and any additional limitations (a) as may be adopted interpreted from time to time by the Board of Directors of the Company and (b) as may be amended or limited from time to time by such Board of Directors and/or the shareholders of each Fund and communicated to Advisersas permitted by the Investment Company Act of 1940, as amended. Within the framework of the investment policies, restrictionspolicies of each Fund, and subject to such other limitations and directions as the Board of Directors may from time to time prescribe, the Series, Advisers Adviser shall have the sole and exclusive responsibility for the management of the Series each Fund's assets and the making and execution of all investment decisions for each Fund, provided that the Series, provided: Advisers may, at its option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as Adviser shall be delegated authorized to the sub-adviser; provided, however, that any discretionary investment decisions made by retain a sub-adviser on behalf of any of to assist the Series shall be subject Adviser in furnishing investment advice to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreementeach Fund, and Advisers provided further that the Adviser shall be responsible for monitoring compliance by the sub- adviser(s) sub-adviser with the investment policies, restrictions, policies and restrictions of each Fund and with such other limitations or directions as the Board of Directors of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code Company may from time to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereundertime prescribe. Advisers The Adviser shall report to the Board of Directors of the Company regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series of the Adviser to the investment policies, restrictions and limitations policies of such Serieseach Fund. Advisers The Adviser shall, at its own expense, furnish the Fund Company with suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the FundFunds. Advisers The Adviser shall arrange, if requested by the FundCompany, for officers, employees or other affiliates Affiliated Persons (as defined in Section 2(a)(3) of Advisers the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser to serve without compensation from the Fund Company as directors, officers, officers or employees of the Fund Company if duly elected to such positions by the Fund shareholders or directors of the Company. The Adviser hereby acknowledges that all records necessary in the operation of each Fund. Advisers shall create and maintain all reports, books and including records relating pertaining to its activities shareholders and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940investments, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be are the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the FundCompany, and by officers and employees ofin the event that a transfer of management or investment advisory services to someone other than the Adviser should ever occur, the Adviser will promptly, and auditors employed byat its own cost, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, take all reports, books steps necessary to segregate such records and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned deliver them to the Fund free from any claim or retention of rights by AdvisersCompany.

Investment Advisory and Management Services. The Fund Trust hereby engages Advisersthe Advisor, and Advisers the Advisor hereby agrees to act, as investment adviser advisor for, and to manage the affairs, business business, and the investment of the assets of of, each Series listed on Exhibit A. In the Value Series, event that the S&P 500 Index Series, and the Blue Chip Stock Series of the Fund. Each such Series is herein individually referred to as a "Series," and Advisor designates one or more series other than the Series are herein collectively referred with respect to as which the "SeriesTrust wishes to retain the Advisor to render investment advisory services hereunder, it shall notify the Advisor in writing. If the Advisor is willing to render such services, it shall notify the Trust in writing, whereupon such series shall become a Series hereunder and shall be subject to this agreement. Within a reasonable time after the inclusion of an additional series under this Agreement, Exhibit A shall be amended to include the additional series." (a) The investment of the assets of the each Series shall at all times be subject to the applicable provisions of the Articles Declaration of Incorporation and Trust of the Trust, the Bylaws of the Fund and Trust (the current Registration Statement (including "Bylaws"), the Prospectus and the Statement of Additional Information) Information of the Series applicable Series, as from time to time in effect (collectively, the Statement of Additional Information and the Prospectus are referred to as the "Prospectus"), and shall conform to the investment objective and policies and restrictions of the Series as set forth in such Registration Statement the Prospectus and any additional limitations as may be adopted interpreted from time to time by the Board of Directors Trustees of the Fund and communicated Trust (the "Board of Trustees"). (b) Subject to Advisers. Within the framework supervision of the Board of Trustees of the Trust, the Advisor shall be responsible for an investment policies, restrictionsprogram in respect of, and limitations make investment decisions for, all assets of the SeriesSeries and place all orders for the purchase and sale of securities, Advisers all on behalf of the Series and shall have the sole and exclusive responsibility for furnishing a continuous investment program for the Series and for determining, from time to time, the investments or securities to be purchased, retained or sold by the Trust, the portion of the assets to be invested or held uninvested as cash and for the general management of the Series portfolio. (c) The Advisor shall place or shall cause to be placed orders pursuant to its investment determinations for the Series either directly with the issuer or with any broker or dealer as permitted in accordance with guidelines established by the Board of Trustees of the Trust. In placing orders with brokers and dealers, the making and Advisor will attempt to obtain the best combination of prompt execution of all investment decisions for orders in an effective manner and at the Seriesmost favorable price. Consistent with this obligation, provided: Advisers when the execution and price offered by two or more brokers or dealers are comparable, the Advisor may, at its option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, purchase and sell or cause to make investment decisions for be purchased and sold portfolio securities to and from brokers and dealers who provide the SeriesAdvisor with research advice and other services. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- adviser shall In no instance will portfolio securities be subject to approval by the Board of Directors of the Fund and, purchased from or sold to the extent Advisor or any affiliated person of either the Trust or the Advisor, except as may be permitted under the 1940 Act. (if anyd) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub- adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers The Advisor shall report to the Board of Directors Trustees regularly at such times and in such detail as the Board of Trustees may from time to time determine to be appropriate, in order to permit the Board of Trustees to determine the adherence by each Series of the Advisor to the investment policiespolicies of the Series. (e) The Advisor shall obtain and provide investment research and supervise the investments of each Series and conduct a continuous program of investment, restrictions evaluation, and limitations if appropriate, sale and reinvestment of the assets of such Series. Advisers shallThe Advisor shall furnish to the Trust such statistical information, at with respect to the investments which the Series may hold or contemplate purchasing, as the Trust may reasonably request. The Trust wishes to be informed of important developments materially affecting its portfolio and shall expect the Advisor, on its own expenseinitiative, to furnish to the Fund suitable office spaceTrust from time to time such information as it may believe appropriate for this purpose. (f) In addition, and all necessary the Advisor shall supply office facilities, equipment clerical staff, and personnel for servicing the investments of the Fund. Advisers shall arrange, if requested by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create stationery and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable office supplies; prepare reports to the Fund. All such reportsTrust's shareholders, books tax returns, reports to and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by filings with the Securities and Exchange Commission, banking Commission ("SEC") and insurance regulators state blue sky authorities; and other authorities and regulators having authority over generally assist in all aspects of the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to AdviserTrust's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisersoperations.

Investment Advisory and Management Services. The Fund hereby engages AdvisersHL Advisors, and Advisers HL Advisors hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the Value Series, the S&P 500 Index Series, and the Blue Chip Stock Series of the Fund. Fund identified in Exhibit A. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws By-laws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to AdvisersHL Advisors. Within the framework of the investment policies, restrictions, restrictions and limitations of the Series, Advisers HL Advisors shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, providedprovided that: Advisers HL Advisors may, at its option and expense, with respect to each of the Series, appoint a sub-adviseradviser or sub-advisers, which shall assume such responsibilities and obligations of Advisers HL Advisors pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviseradviser or sub-advisers; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series series shall be subject to approval or ratification by AdvisersHL Advisors, and, not withstanding notwithstanding any delegation of responsibilities and obligations to the a sub-adviser, Advisers HL Advisors shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers HL Advisors by such sub- sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the a Series pursuant hereto shall in no way limit or diminish AdvisersHL Advisors' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers HL Advisors shall be responsible for monitoring compliance by the sub- sub-adviser(s) with the investment policies, restrictions, and limitations of on the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers HL Advisors shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series of HL Advisors to the investment policies, restrictions and limitations of such Series. Advisers HL Advisors shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers HL Advisors shall arrange, if requested required by the Fund, for officers, employees employees, or other affiliates of Advisers HL Advisors to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers HL Advisors shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers HL Advisors hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's HL Advisors' activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by AdvisersHL Advisors.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the Value International Stock Series, the S&P 500 Index Global Bond Series, and the Blue Chip Stock Global Asset Allocation Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in such the Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at its is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub- sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series of Advisers to the investment policies, restrictions and limitations policies of such the Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if requested required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the Value Series, the S&P 500 Index Series, and the Blue Chip Stock Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in such the Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at its is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub- sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub- sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence by each Series of Advisers to the investment policies, restrictions and limitations policies of such the Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if requested required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.