Common use of Investment Management Authority Clause in Contracts

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amendedStatement. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Registration Statement of Additional Information for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”) , the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange 1934 Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly that a Portfolio Management Agreement pertaining to a SeriesSeries is terminated or if, at any time, no Portfolio Manager is engaged to manage the assets of a Series of the Trust, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardBoard of Trustees, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will (1) take all steps necessary to manage the Series so that each it will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and Code, (2) take all steps necessary to manage the Series so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and regulations issued thereunder, and (3) use reasonable efforts to manage the Series so as to ensure compliance by the Series with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardBoard of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, CedelSedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping record keeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt automatic transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. The Manager will monitor on a daily basis the determination by the custodian or portfolio accounting agent for the Trust of the value of portfolio securities and other assets of the Series and the determination of net asset value of the Series. (f) The Adviser Manager will make available to the Trust, promptly upon request, any all of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 ActAct and the Investment Advisers Act of 1940, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its such services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Board of Trustees on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) The Manager will not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as required to carry out its duties as investment manager and administrator pursuant to this Section 3 or in the ordinary course of business in connection with placing orders for the purchase and sale of securities, and will keep confidential any information obtained pursuant to this Agreement, and disclose such information only if the Board of Trustees of the Trust has authorized such disclosure, or if such disclosure is expressly required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. (i) In rendering the services required under this Section of this Agreement, the Manager may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Manager shall be responsible for making reasonable inquires and for reasonably ensuring that any employee of the Manager, any person or firm that the Manager has employed or with which it has associated, or any employee thereof has not, to the best of the Manager’s knowledge, in any material connection with the handling of Trust assets: (i) been convicted, in the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, or involving violations of Sections 1341, 1342, or 1343 of Xxxxx 00, Xxxxxx Xxxxxx Code; or (ii) been found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provisions of federal or state securities laws involving fraud, deceit, or knowing misrepresentation. (j) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The AdviserManager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker- dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the AdviserManager’s or its affiliate’s overall responsibilities with respect to the Series and to its their other clients as to which it exercises they exercise investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities and Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. The Manager also may direct the Trust’s Portfolio Managers to use their best efforts (subject to obtaining best execution of each transaction) to allocate a percentage of a Series’ equity security transactions through designated broker-dealers. The designated broker-dealers, in turn, will effect a recapture of a portion of the brokerage commission (in the form of a credit to the Series) to pay certain expenses of that Series.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardFund's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s Fund's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardFund's Board of Trustees, and the provisions of the Registration Statement of the Trust Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s BoardFund, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the TrustFund, promptly upon request, any of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Fund to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Fund's Board of Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s Fund's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the TrustFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amendedStatement. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-broker- dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Registration Statement of Additional Information for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”) , the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange 1934 Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the TrustCompany’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the TrustCompany’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust Company or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the TrustCompany’s Board, and the provisions of the Registration Statement of the Trust Company under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the TrustCompany’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust Company and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust Company on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the TrustCompany’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust Company in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust Company and any applicable procedures adopted by the TrustCompany’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the TrustCompany, promptly upon request, any of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust Company to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Company are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the TrustCompany’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the TrustCompany’s Board with respect to the Series such periodic and special reports as the Trustees Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the TrustCompany. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust Company indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardFund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s Fund's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardFund's Board of Directors, and the provisions of the Registration Statement of the Trust Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s BoardFund, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. The Manager will monitor on a daily basis the determination by the custodian or portfolio accounting agent for the Fund of the value of portfolio securities and other assets of the Series and the determination of net asset value of the Series; provided, however, that the Manager shall, in the absence of bad faith, have no liability whatsoever for any mistakes or errors of judgment in providing the foregoing valuation-related services. (f) The Adviser Manager will make available to the TrustFund, promptly upon request, any all of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Fund to comply with requirements of the 1940 ActAct and the Investment Advisers Act of 1940, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its such services which may be requested in order to ascertain whether the operations of the Trust Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Trustees Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the TrustFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities and Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Trust Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the such Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code to the extent applicable, and with any other rules and if applicable, regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesunder such provisions. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series custodian. (ed) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (fe) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations. (gf) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (hg) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or or Statement of Additional Information for the Trust. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Directors, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board's Board of Directors, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ ' or the Advisers’ Manager's investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s 's Board of Directors with respect to the Series such periodic and special reports as the Trustees Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Trust’s BoardBoard of Trustees, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardBoard of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the TrustTrust/’s BoardBoard of Trustees, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series’ custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s BoardBoard of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Trust, promptly upon request, any of the Series’ or the AdvisersManagers’ investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Trust’s Board of Trustees on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Registration Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”) , the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange 1934 Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board's Board of Trustees, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board's Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ ' or the Advisers’ Managers' investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardFund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s Fund's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardFund's Board of Directors, and the provisions of the Registration Statement of the Trust Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s BoardFund's Board of Directors, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust Fund and any applicable procedures adopted by the Trust’s BoardFund's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the TrustFund, promptly upon request, any of the Series’ ' or the Advisers’ Manager's investment records and ledgers as are necessary to assist the Trust Fund to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Trustees Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the TrustFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Trust Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s 's Board, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s 's Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s 's Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s 's Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ ' or the Advisers’ Managers' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s 's Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect The AMENDED EXHIBIT A has also been updated to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.reflect

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts contracts, or derivative instruments, on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed on Form N-1A with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with to, and comply with, the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 1933, as amended, and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the AdvisersManagers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services services, which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The AdviserManager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, as may be amended, and which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the “1934 Act”), the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange 1934 Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. (i) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives, futures contracts and options on futures contracts (“futures”), which are permitted to be made by the Manager in accordance with this Agreement and the investment objectives of the Series as outlined in the Prospectus and/or Statement of Additional Information for the Trust, the Trust hereby authorizes and directs the Manager to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts in the name of the Trust, and executing such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Trust acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Manager for such investment purposes.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts contracts, or derivative instruments, on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed on Form N-1A with the Securities and Exchange Commission (the “SEC”), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with to, and comply with, the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the AdvisersManagers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services services, which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The AdviserManager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, as may be amended, and which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the each Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the each Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the each Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the such Series’ ' portfolio and determine the composition of the assets of the such Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the a Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the a Series, when these transactions should be executed, and what portion of the assets of the a Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the a Series. To the extent permitted by the investment policies of the a Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the a Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the a Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the a Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the each Series and the issuers and securities represented in the each Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the each Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the a Series, taking into account the factors specified in the Prospectus and/or or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to a Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the a Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the a Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the a Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the a Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardBoard of Trustees, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardBoard of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s BoardBoard of Trustees, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series’ custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s BoardBoard of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the AdvisersManagers’ investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Board of Trustees on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The AdviserManager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to ------------------------------- render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardFund's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amendedStatement. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardFund's Board of Trustees, and the provisions of the Registration Statement of the Trust Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s BoardFund's Board of Trustees, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, to the Adviser extent such services are not proved by an administrator or sub- administrator or by a Sub-Adviser, the Manager will arrange for the transmission to the custodian for the Trust Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, CedelSedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent agent, administrator or sub-administrator for the Trust Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust Fund and any applicable procedures adopted by the Trust’s BoardFund's Board of Trustees, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent or administrator seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the TrustFund, promptly upon request, any of the Series’ ' or the Advisers’ Managers' investment records and ledgers as are necessary to assist the Trust to comply Fund in complying with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Fund's Board of Trustees on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s Fund's Board of Trustees with respect to the Series such periodic and special reports related to the investment program as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the TrustFund, which include price (including, but not limited to, the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker- dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act") or other applicable law, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker- dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange 1934 Act of 1934 and Rule 11a2-2(T) thereunder and Section 17(e) of the 1940 Act and Rule 17e-1 thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the Securities and Exchange Commission ("SEC"), to an affiliated broker-broker- dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series' custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2lla2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s 's Board, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s 's Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s 's Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s 's Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ ' or the Advisers’ Managers' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s 's Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.research

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-broker- dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s BoardFund's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s Fund's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Fund or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s BoardFund's Board of Directors, and the provisions of the Registration Statement of the Trust Fund under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust Fund and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Fund on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, CedelSedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Fund's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Fund in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s BoardFund, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. The Manager will monitor on a daily basis the determination by the custodian or portfolio accounting agent for the Fund of the value of portfolio securities and other assets of the Series and the determination of net asset value of the Series; provided, however, that the Manager shall, in the absence of bad faith, have no liability whatsoever for any mistakes or errors of judgment in providing the foregoing valuation-related services. (f) The Adviser Manager will make available to the TrustFund, promptly upon request, any all of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Fund to comply with requirements of the 1940 ActAct and the Investment Advisers Act of 1940, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its such services which may be requested in order to ascertain whether the operations of the Trust Fund are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Fund's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s Fund's Board of Directors with respect to the Series such periodic and special reports as the Trustees Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the TrustFund, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Fund, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities and Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Trust Fund indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly that a Portfolio Management Agreement pertaining to a SeriesSeries is terminated or if, at any time, no Portfolio Manager is engaged to manage the assets of a Series of the Trust, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and regulations issued thereunder, and (3) use reasonable efforts to manage the Series so as to ensure compliance by the Series with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, CedelSedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping record keeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt automatic transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. The Manager will monitor on a daily basis the determination by the custodian or portfolio accounting agent for the Trust of the value of portfolio securities and other assets of the Series and the determination of net asset value of the Series. (f) The Adviser Manager will make available to the Trust, promptly upon request, any all of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 ActAct and the Investment Advisers Act of 1940, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its such services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (gh) The Adviser Manager will regularly report not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as required to carry out its duties as investment manager and administrator pursuant to this Section 3 or in the Trust’s Board on the investment program ordinary course of business in connection with placing orders for the Series purchase and the issuers and securities represented in the Series’ portfoliosale of securities, and will furnish keep confidential any information obtained pursuant to this Agreement, and disclose such information only if the Trust’s Board with respect to of Trustees of the Series Trust has authorized such periodic and special reports as disclosure, or if such disclosure is expressly required by applicable federal or state law or regulations or regulatory authorities having the Trustees may reasonably requestrequisite authority. (hi) In rendering the services required under this Section of this Agreement, the Manager may, from time to time, employ or associate with itself such person or persons as it believes necessary to assist it in carrying out its obligations under this Agreement. The Manager shall be responsible for making reasonable inquires and for reasonably ensuring that any employee of the Manager, any person or firm that the Manager has employed or with which it has associated, or any employee thereof has not, to the best of the Manager's knowledge, in any material connection with the handling of Trust assets: (i) been convicted, in the last ten (10) years, of any felony or misdemeanor arising out of conduct involving embezzlement, fraudulent conversion, or misappropriation of funds or securities, or involving violations of Sections 1341, 1342, or 1343 of Title 18, United States Code; or (xx) xeen found by any state regulatory authority, within the last ten (10) years, to have violated or to have acknowledged violation of any provision of any state insurance law involving fraud, deceit, or knowing misrepresentation; or (iii) been found by any federal or state regulatory authorities, within the last ten (10) years, to have violated or to have acknowledged violation of any provisions of federal or state securities laws involving fraud, deceit, or knowing misrepresentation. (j) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker- dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-broker- dealer would have charged for effecting that transaction, if the Adviser Manager or its affiliate determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's or its affiliate's overall responsibilities with respect to the Series and to its their other clients as to which it exercises they exercise investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities and Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an its affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the such Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Boardregulations, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series and to such other clients. (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a11 (a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Trustees, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the such Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the such Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code to the extent applicable, and with any other rules and if applicable, regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesunder such provisions. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust Series or counsel to the Adviser.Manager; (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Trustees, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended.; (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board's Board of Trustees, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series and to such other clients.; (d) In connection with the purchase and sale of securities of the a Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust Series on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the a Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the a Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s Series custodian.; (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust Series in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser.Manager; (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ ' investment records and ledgers as are necessary to assist the Trust Series to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust Series are being conducted in a manner consistent with applicable laws and regulations.; (g) The Adviser Manager will regularly report to the Trust’s 's Board of Trustees on the investment program for the Series and the issuers and securities represented in the such Series’ ' portfolio, and will furnish the Trust’s 's Board of Trustees with respect to the Series such periodic and special reports as the Trustees may reasonably request.; and (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, selection and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust on behalf of the Series, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Trustees may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser wishes to render investment management services directly to a Series, then with respect to any such Series, the Adviser, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the Adviser. (b) The Adviser will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the Adviser. (f) The Adviser will make available to the Trust, promptly upon request, any of the Series’ or the Advisers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-broker- dealer selection, and negotiation of brokerage commission rates. The Adviser’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s 's Board, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts contracts, or derivative instruments, on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed on Form N-1A with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with to, and comply with, the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s 's Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 1933, as amended, and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s 's Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s 's Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ ' or the Advisers’ Managers' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services services, which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s 's Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, as may be amended, and which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amendedamended (the "1934 Act"), the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange 1934 Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor. (i) With respect to any investments, including but not limited to repurchase and reverse repurchase agreements, derivatives, futures contracts and options on futures contracts ("futures"), which are permitted to be made by the Manager in accordance with this Agreement and the investment objectives of the Series as outlined in the Prospectus and/or Statement of Additional Information for the Trust, the Trust hereby authorizes and directs the Manager to do and perform every act and thing whatsoever necessary or incidental in performing its duties and obligations under this Agreement including, but not limited to, executing brokerage agreements and other documents to establish, operate and conduct all brokerage or other trading accounts in the name of the Trust, and executing such agreements and other documentation as may be required for the purchase or sale, assignment, transfer and ownership of any permitted investment, including limited partnership agreements, repurchase and derivative master agreements, including any schedules and annexes to such agreements, releases, consents, elections and confirmations. The Trust acknowledges and understands that it will be bound by any such trading accounts established, and agreements and other documentation executed, by the Manager for such investment purposes.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board, will provide a continuous investment program for the Series’ portfolio and determine the composition of the assets of the Series’ portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement filed with the SEC, as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policies. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, CedelSedol, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ or the AdvisersManagers’ investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s Board on the investment program for the Series and the issuers and securities represented in the Series’ portfolio, and will furnish the Trust’s Board with respect to the Series such periodic and special reports as the Trustees may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The AdviserManager’s primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the AdviserManager’s overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Trustees of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.

Investment Management Authority. In the event the Adviser Manager wishes to render investment management services directly to a Series, then with respect to any such Series, the AdviserManager, subject to the supervision of the Trust’s Board's Board of Directors, will provide a continuous investment program for the Series’ ' portfolio and determine the composition of the assets of the Series’ ' portfolio, including determination of the purchase, retention, or sale of the securities, cash, and other investments contained in the portfolio. The Adviser Manager will provide investment research and conduct a continuous program of evaluation, investment, sales, and reinvestment of the Series’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, offered to the public, or exchanged for the Series, when these transactions should be executed, and what portion of the assets of the Series should be held in the various securities and other investments in which it may invest, and the Adviser Manager is hereby authorized to execute and perform such services on behalf of the Series. To the extent permitted by the investment policies of the Series, the Adviser Manager shall make decisions for the Series as to foreign currency matters and make determinations as to, and execute and perform, foreign currency exchange contracts on behalf of the Series. The Adviser Manager will provide the services under this Agreement in accordance with the Series’ ' investment objective or objectives, policies, and restrictions as stated in the Trust’s 's Registration Statement filed with the Securities and Exchange Commission (the "SEC"), as amended. Furthermore: (a) The Adviser Manager will manage the Series so that each will qualify as a regulated investment company under Subchapter M of the Internal Revenue Code and so as to ensure compliance by the Series with the diversification requirements of Section 817(h) of the Internal Revenue Code and with any other rules and regulations pertaining to investment vehicles underlying variable annuity or variable life insurance policiesCode. In managing the Series in accordance with these requirements, the Adviser Manager shall be entitled to receive and act upon advice of counsel to the Trust or counsel to the AdviserManager. (b) The Adviser Manager will conform with the 1940 Act and all rules and regulations thereunder, all other applicable federal and state laws and regulations, with any applicable procedures adopted by the Trust’s Board's Board of Directors, and the provisions of the Registration Statement of the Trust under the Securities Act of 1933 and the 1940 Act, as supplemented or amended. (c) On occasions when the Adviser Manager deems the purchase or sale of a security to be in the best interest of the Series as well as any other investment advisory clients, the Adviser Manager may, to the extent permitted by applicable laws and regulations and any applicable procedures adopted by the Trust’s Board's Board of Directors, but shall not be obligated to, aggregate the securities to be so sold or purchased with those of its other clients where such aggregation is not inconsistent with the policies set forth in the Registration Statement. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser Manager in a manner that is fair and equitable in the judgment of the Adviser Manager in the exercise of its fiduciary obligations to the Trust and to such other clients. (d) In connection with the purchase and sale of securities of the Series, the Adviser Manager will arrange for the transmission to the custodian for the Trust on a daily basis, of such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities to be purchased or sold on behalf of the Series, as may be reasonably necessary to enable the custodian to perform its administrative and recordkeeping responsibilities with respect to the Series. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser Manager will arrange for the prompt transmission of the confirmation of such trades to the Trust’s 's custodian. (e) The Adviser Manager will assist the custodian or portfolio accounting agent for the Trust in determining, consistent with the procedures and policies stated in the Registration Statement for the Trust and any applicable procedures adopted by the Trust’s Board's Board of Directors, the value of any portfolio securities or other assets of the Series for which the custodian or portfolio accounting agent seeks assistance or review from the AdviserManager. (f) The Adviser Manager will make available to the Trust, promptly upon request, any of the Series’ ' or the Advisers’ Managers' investment records and ledgers as are necessary to assist the Trust to comply with requirements of the 1940 Act, as well as other applicable laws. The Adviser Manager will furnish to regulatory authorities having the requisite authority any information or reports in connection with its services which may be requested in order to ascertain whether the operations of the Trust are being conducted in a manner consistent with applicable laws and regulations. (g) The Adviser Manager will regularly report to the Trust’s 's Board of Directors on the investment program for the Series and the issuers and securities represented in the Series’ ' portfolio, and will furnish the Trust’s 's Board of Directors with respect to the Series such periodic and special reports as the Trustees Directors may reasonably request. (h) In connection with its responsibilities under this Section 3, the Adviser Manager is responsible for decisions to buy and sell securities and other investments for the Series’ ' portfolio, broker-dealer selection, and negotiation of brokerage commission rates. The Adviser’s Manager's primary consideration in effecting a security transaction will be to obtain the best execution for the Series, taking into account the factors specified in the Prospectus and/or Statement of Additional Information for the Trust, which include price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market for the security, the timing of the transaction, the reputation, experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, execution capabilities and operational facilities of the firms involved, and the firm's risk in positioning a block of securities. Accordingly, the price to the Series in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Manager in the exercise of its fiduciary obligations to the Trust, by other aspects of the portfolio execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, as amended, the Adviser Manager shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser Manager determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s Manager's overall responsibilities with respect to the Series and to its other clients as to which it exercises investment discretion. To the extent consistent with these standards and in accordance with Section 11(a) of the Securities Exchange Act of 1934 and Rule 11a2-2(T) thereunder, the Adviser Manager is further authorized to allocate the orders placed by it on behalf of the Series to the Adviser Manager if it is registered as a broker-dealer with the SEC, to an affiliated broker-dealer, or to such brokers and dealers who also provide research or statistical material or other services to the Series, the Adviser Manager or an affiliate of the AdviserManager. Such allocation shall be in such amounts and proportions as the Adviser Manager shall determine consistent with the above standards, and the Adviser Manager will report on said allocation regularly to the Board of Directors of the Trust indicating the broker-dealers to which such allocations have been made and the basis therefor.