Common use of Investment Advisory and Management Services Clause in Contracts

Investment Advisory and Management Services. (a) The Adviser shall provide to the Trust investment guidance and policy direction in connection with the management of the portfolio of each Fund, including oral and written money market research, analysis, advice, statistical and economic data and information and judgments, of both a macroeconomic and microeconomic character, concerning, among other things, interest rate trends, money market portfolio composition, credit conditions of both a general and specific nature and the average maturity of the portfolio of each Fund. (b) The Adviser shall also provide to the Trust's officers administrative assistance in connection with the operation of the Trust and each of the Funds. Administrative services provided by the Adviser shall include (i) data processing, clerical bookkeeping services required in connection with maintaining the financial accounts and records for the Trust and each of the Funds, (ii) the compilation of statistical and research data required for the preparation of periodic reports and statements of each of the Funds which are distributed to the Trust's officers and Board of Trustees, (iii) handling, or causing to be handled, general shareholder relations with Fund investors, such as advice as to the status of their accounts, the current yield and dividends declared to date and assistance with other questions related to their accounts, (iv) the compilation of information required in connection with the Trust's filings with the Securities and Exchange Commission and (v) such other services as the Adviser shall from time to time determine, upon consultation with the Sponsor, to be necessary or useful to the administration of the Trust and each of the Funds. (c) As a manager of the assets of each Fund, the Adviser shall make investments for the account of each Fund in accordance with the Adviser's best judgment and within the investment objective and restrictions of each such Fund set forth in the Trust's Declaration of Trust, the Prospectus of each such Fund, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and Board of Trustees, at such times as the Board of Trustees may specify, of investments made for each of the Funds and shall, when requested by the Trust's Officers or Board of Trustees, supply the reasons for making particular investments. (d) The Adviser shall furnish to the Board of Trustees periodic reports on the investment performance of each Fund and on the performance of its obligations under this Contract and shall supply such additional reports and information as the Trust's Officers or Board of Trustees shall reasonably request. 5.

Investment Advisory and Management Services. The Company hereby engages the Adviser, and the Adviser hereby agrees to act as investment adviser for, and to manage the affairs, business and the investment of the assets of the VAM Financial Institutions ("VFI") Intermediate Duration Portfolio and the VFI Core Portfolio series of the Company (each a "Fund" and, collectively, the "Funds"). The investment of the assets of each Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Company and the Registration Statement on Form N1-A of the Funds and any representations contained in the Prospectus and Statement of Additional Information of the Funds and shall conform to the policies and purposes of each Fund as set forth in such Registration Statement, Prospectus and Statement of Additional Information and (a) as 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 as permitted by the Investment Company Act of 1940, as amended. Within the framework of the investment policies of each Fund, and subject to such other limitations and directions as the Board of Directors may from time to time prescribe, the Adviser shall have the sole and exclusive responsibility for the management of each Fund's assets and the making and execution of all investment decisions for each Fund, provided that the Adviser shall be authorized to retain a sub-adviser to assist the Adviser in furnishing investment advice to each Fund, and provided further that the Adviser shall be responsible for monitoring compliance by the sub-adviser with the investment policies and restrictions of each Fund and with such other limitations or directions as the Board of Directors of the Company may from time to time prescribe. The Adviser shall provide report to the Trust investment guidance and policy direction in connection with the management Board of Directors of the portfolio 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 of the Adviser to the investment policies of each Fund. The Adviser shall, at its own expense, furnish the Company with suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Funds. The Adviser shall arrange, if requested by the Company, for officers, employees or other Affiliated Persons (as defined in Section 2(a)(3) of 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 Company as directors, officers or employees of the Company if duly elected to such positions by Fund shareholders or directors of the Company. The Adviser hereby acknowledges that all records necessary in the operation of each Fund, including oral records pertaining to its shareholders and written money market researchinvestments, analysis, advice, statistical and economic data and information and judgments, of both a macroeconomic and microeconomic character, concerning, among other things, interest rate trends, money market portfolio composition, credit conditions of both a general and specific nature and are the average maturity property of the portfolio Company, and in the event that a transfer of each Fund. (b) The Adviser shall also provide management or investment advisory services to the Trust's officers administrative assistance in connection with the operation of the Trust and each of the Funds. Administrative services provided by someone other than the Adviser shall include (i) data processing, clerical bookkeeping services required in connection with maintaining the financial accounts and records for the Trust and each of the Funds, (ii) the compilation of statistical and research data required for the preparation of periodic reports and statements of each of the Funds which are distributed to the Trust's officers and Board of Trustees, (iii) handling, or causing to be handled, general shareholder relations with Fund investors, such as advice as to the status of their accounts, the current yield and dividends declared to date and assistance with other questions related to their accounts, (iv) the compilation of information required in connection with the Trust's filings with the Securities and Exchange Commission and (v) such other services as the Adviser shall from time to time determine, upon consultation with the Sponsor, to be necessary or useful to the administration of the Trust and each of the Funds. (c) As a manager of the assets of each Fundshould ever occur, the Adviser shall make investments for the account of each Fund in accordance with the Adviser's best judgment will promptly, and within the investment objective at its own cost, take all steps necessary to segregate such records and restrictions of each such Fund set forth in the Trust's Declaration of Trust, the Prospectus of each such Fund, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and Board of Trustees, at such times as the Board of Trustees may specify, of investments made for each of the Funds and shall, when requested by the Trust's Officers or Board of Trustees, supply the reasons for making particular investments. (d) The Adviser shall furnish deliver them to the Board of Trustees periodic reports on the investment performance of each Fund and on the performance of its obligations under this Contract and shall supply such additional reports and information as the Trust's Officers or Board of Trustees shall reasonably request. 5Company.

Investment Advisory and Management Services. (a) The Adviser 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 High Yield Series, the Growth & Income Series, and the Aggressive 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 provide at all times be subject to the Trust applicable provisions of the Articles of Incorporation, Bylaws, Registration Statement and current Prospectus of the Fund and shall conform to the policies and purposes of the Fund and the Series as set forth in the Registration Statement and Prospectus and as interpreted from time to time by the Board of Directors of the Fund. Within the framework of the investment guidance policies of the Series, Advisers shall have the sole and policy direction in connection with exclusive responsibility for the management of the portfolio Series and the making and execution of each all investment decisions for the Series. 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 of Advisers to the investment policies of 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 required by the Fund, including oral and written money market researchfor officers, analysisemployees or other affiliates of Advisers to serve without compensation from the Fund as directors, adviceofficers, statistical and economic data and information and judgments, of both a macroeconomic and microeconomic character, concerning, among other things, interest rate trends, money market portfolio composition, credit conditions of both a general and specific nature and the average maturity or employees of the portfolio Fund if duly elected to such positions by the shareholders or directors of each the Fund. (b) The Adviser Advisers shall also provide 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 Trust's officers administrative assistance in connection with Fund. All such reports, books and records shall be the operation property of the Trust and each of the FundsFund. Administrative services provided by the Adviser shall include (i) data processingFurthermore, clerical bookkeeping services required in connection with maintaining the financial accounts such reports, books and records shall at all reasonable times be available for the Trust copying and each of the Funds, (ii) the compilation of statistical otherwise open to inspection and research data required for the preparation of periodic reports and statements of each of the Funds which are distributed to the Trust's officers and Board of Trustees, (iii) handling, or causing to be handled, general shareholder relations with Fund investors, such as advice as to the status of their accounts, the current yield and dividends declared to date and assistance with other questions related to their accounts, (iv) the compilation of information required in connection with the Trust's filings with audit by the Securities and Exchange Commission Commission, banking and (v) such insurance regulators and other services as authorities and regulators having authority over the Adviser shall from time to time determineFund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon consultation with the Sponsortermination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be necessary or useful promptly segregated and returned to the administration Fund free from any claim or retention of the Trust and each of the Funds. (c) As a manager of the assets of each Fund, the Adviser shall make investments for the account of each Fund in accordance with the Adviser's best judgment and within the investment objective and restrictions of each such Fund set forth in the Trust's Declaration of Trust, the Prospectus of each such Fund, the 1940 Act and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted rights by the Trust's Board of Trustees. The Adviser shall advise the Trust's Officers and Board of Trustees, at such times as the Board of Trustees may specify, of investments made for each of the Funds and shall, when requested by the Trust's Officers or Board of Trustees, supply the reasons for making particular investments. (d) The Adviser shall furnish to the Board of Trustees periodic reports on the investment performance of each Fund and on the performance of its obligations under this Contract and shall supply such additional reports and information as the Trust's Officers or Board of Trustees shall reasonably request. 5Advisers.