Common use of Investment Management Services Clause in Contracts

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment (a) The Manager shall regularly provide manage the Portfolio Fund’s assets subject to and in accordance with such the investment research, advice objectives and management as policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time consider necessary for the proper management time. In pursuance of the Portfolio foregoing, the Manager shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall furnish continuously an take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment program and shall determine which securities shall be purchasedexercised. The Manager shall render or cause to be rendered regular reports to the Trust, sold or exchanged at regular meetings of its Board of Trustees and what portion at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the assets of decisions made with respect to the Portfolio shall be held in the various securities or other assets, subject always to any restrictions investment of the Fund's Articles ’s assets and the purchase and sale of Incorporation its investment securities, (ii) the reasons for such decisions and By-Laws(iii) the extent to which those decisions have been implemented. (b) The Manager, as amended or supplemented subject to and in accordance with any directions which the Trust’s Board of Trustees may issue from time to time, shall place, in the provisions name of applicable laws the Fund, orders for the execution of the Fund’s securities transactions. When placing such orders, the Manager shall seek to obtain the best net price and regulations including execution for the Investment Company ActFund, and but this requirement shall not be deemed to obligate the statements relating Manager to place any order solely on the Portfolio's investment objectives, policies and restrictions as basis of obtaining the same are lowest commission rate if the other standards set forth in this section have been satisfied. The parties recognize that there are likely to be many cases in which different brokers are equally able to provide such best price and execution and that, in selecting among such brokers with respect to particular trades, it is desirable to choose those brokers who furnish research, statistical, quotations and other information to the prospectus Fund and the Manager in accordance with the standards set forth below. Moreover, to the extent that it continues to be lawful to do so, the Manager may place orders with a broker who charges a commission for that transaction which is in excess of the Fund then-currently effective under amount of commission that another broker would have charged for effecting that transaction, provided that the excess commission is reasonable in relation to the value of “brokerage and research services” (as defined in Section 28(e)(3) of the Securities Exchange Act of 1933 (1934) provided by that broker. Accordingly, the "Prospectus"). Should Trust and the Board of Directors Manager agree that the Manager shall select brokers for the execution of the Fund at any timeFund’s transactions from among: (i) Those brokers and dealers who provide quotations and other services to the Fund, howeverspecifically including the quotations necessary to determine the Fund’s net assets, in such amount of total brokerage as may reasonably be required in light of such services; and (ii) Those brokers and dealers who supply research, statistical and other data to the Manager which the Manager may lawfully and appropriately use in its investment management capacity, which relate directly to securities, actual or potential, of the Fund, or which place the Manager in a better position to make any definite determination decisions in connection with the management of the Fund’s assets and securities, whether or not such data may also be useful to the Manager in managing other portfolios or advising other clients, in such amount of total brokerage as to investment policy and notify the Investment Manager thereof, the Investment may reasonably be required. (c) The Manager shall be bound by such determination for render regular reports to the periodTrust, if anynot more frequently than quarterly, specified in such notice or until similarly notified that such determination of how much total brokerage business has been revoked. The Investment Manager shall takeplaced by the Manager, on behalf of the Fund, all actions which it deems necessary to implement the investment policies with brokers falling into each of the Portfolio, determined as provided abovecategories referred to above and the manner in which the allocation has been accomplished. (d) The Manager agrees that no investment decision will be made or influenced by a desire to provide brokerage for allocation in accordance with the foregoing, and in particular that the right to place all orders make such allocation of brokerage shall not interfere with the Manager’s paramount duty to obtain the best net price and execution for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected Fund. (e) Decisions on proxy voting shall be made by the Investment ManagerManager unless the Board of Trustees determines otherwise. In connection with the selection of such brokers or dealers and the placing of such ordersPursuant to its authority, the Investment Manager is directed at shall have the power to vote, either in person or by proxy, all times to follow the policies of securities in which the Fund as set forth in may be invested from time to time, and shall not be required to seek or take instructions from the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities Fund with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accountsrespect thereto. The Investment Manager shall not favor be expected or required to take any account over action other than the rendering of investment-related advice with respect to lawsuits involving securities presently or formerly held in the Fund, or the issuers thereof, including actions involving bankruptcy. In the case of class action suits involving issuers held in the Fund, the Manager may include information about the Fund for purposes of participating in any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedsettlements.

Investment Management Services. In acting as investment manager to the ------------------------------ Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager to ------------------------------- the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's ’s Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's ’s investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "“Prospectus"”). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "“bunching" ” of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's ’s general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager Subject to the Portfoliogeneral oversight of the Manager, and in accordance with the Series' investment objectives, policies and restrictions, the Investment Manager Sub-Adviser shall regularly provide the Portfolio with such investment research, advice and management act as the Fund investment sub-adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion of each Series in a manner consistent with the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's Series' investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion's assets will be invested or held uninvested as cash. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the same are set forth Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the prospectus Sub-Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Fund then-currently effective under Adviser, in its sole discretion, to establish or revise policies in connection with the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf management of the Fund, all actions which it deems necessary 's assets or to implement otherwise exercise its right to control the investment policies overall management of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment ManagerFund's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedassets.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles Agreement and Declaration of Incorporation Trust and By-LawsBylaws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors Trustees of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager (i) Subject to the Portfoliosupervision of the Fund’s Board of Directors and the Trust’s Board of Trustees (and except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the SEC, or by rule or regulation), the Investment Manager shall regularly provide Adviser will provide, or arrange for the Portfolio with such provision of, a continuous investment researchprogram and overall investment strategies for the Fund, advice including investment research and management as with respect to all securities and investments and cash equivalents in the Fund may Fund. The Adviser will determine, or arrange for others to determine, from time to time consider necessary for the proper management of the Portfolio what securities and shall furnish continuously an investment program and shall determine which securities shall other investments will be purchased, retained or sold by the Fund and will implement, or exchanged and what portion of arrange for others to implement, such determinations through the assets of the Portfolio shall be held placement, in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf name of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale execution of portfolio securities for the Portfolio transactions with brokers or dealers selected by the Investment Manager. In connection with the selection of through such brokers or dealers and as may be so selected. The Adviser will provide, or arrange for the placing of such ordersprovision of, the Investment Manager is directed at all times to follow services under this Agreement in accordance with the stated investment policies and restrictions of the Fund as set forth in the Series’ current prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the “Prospectus”) and subject to the directions of the Fund’s Board of Directors and the Trust’s Board of Trustees. Nothing herein With respect to foreign securities, at its own expense, the Adviser may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign affiliates, and may obtain investment services from the investment advisory personnel of its affiliates located throughout the world to the extent permitted under interpretations of the federal securities laws. (ii) Subject to the provisions of this Agreement and the 1940 Act and any exemptions thereto, the Adviser is authorized to appoint one or more qualified subadvisers (each a “Subadviser”) to provide the Fund with certain services required by this Agreement. Each Subadviser shall preclude have such investment discretion and shall make all determinations with respect to the "bunching" investment of orders for the Fund’s assets as shall be assigned to that Subadviser by the Adviser and the purchase and sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account respect to those assets and separate accountsshall take such steps as may be necessary to implement its decisions. The Investment Manager Adviser shall not favor be responsible or liable for the investment merits of any account over any other decision by a Subadviser to purchase, hold, or sell a security for the Fund. (iii) Subject to the supervision and any purchase or sale orders executed contemporaneously direction of the Trust’s Board of Trustees, the Adviser shall be allocated in a manner it deems equitable (i) have overall supervisory responsibility for the general management and investment of the Fund’s assets; (ii) determine the allocation of assets among the accounts involved Subadvisers, if any; and at (iii) have full investment discretion to make all determinations with respect to the investment of Fund assets not otherwise assigned to a price which is approximately averagedSubadviser. (iv) The Adviser shall research and evaluate each Subadviser, if any, including (i) performing initial due diligence on prospective Subadvisers and monitoring each Subadviser’s ongoing performance; (ii) communicating performance expectations and evaluations to the Subadvisers; and (iii) recommending to the Trust’s Board of Trustees whether a Subadviser’s contract should be renewed, modified or terminated. The Adviser shall also recommend changes or additions to the Subadvisers and shall compensate the Subadvisers. (v) The Adviser shall provide to the Fund’s Board of Directors and the Trust’s Board of Trustees such periodic reports concerning the Fund’s business and investments as the Trust’s Board of Trustees shall reasonably request.

Investment Management Services. In acting as investment manager Subject to the Portfoliogeneral oversight of the Manager, and in accordance with the Series’ investment objectives, policies and restrictions, the Investment Manager Sub-Adviser shall regularly provide the Portfolio with such investment research, advice and management act as the Fund investment sub-adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion of each Series in a manner consistent with the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's Series’ investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) using proprietary and third-party licensed models, determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion’s assets will be invested or held uninvested as cash. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Series in the same manner and with the same force and effect as the same Series itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Allocated Portion as the Manager may from time to time direct; provided however, that (i) the Sub-Adviser shall only be obligated to effect such portfolio transactions to the extent that they are set forth consistent with the investment guidelines in Schedule B, the prospectus Sub-Adviser Disclosure (as that term is defined in Section 2.3 of this Agreement), and any written policies, practices or procedures that may be established by the Fund thenBoard or the Manager from time to time; and (ii) the Sub-currently effective under Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Securities Act Manager. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Series’ investments shall in any way limit the right of 1933 (the "Prospectus"). Should the Board of Directors Trustees of the Fund Trust (the “Board”) or the Manager to establish or revise policies in connection with the management of the Series’ assets or to otherwise exercise the right of the Board or the Manager to control the overall management of the Series’ assets. The Manager has the right at any time to reallocate the portion of a Series’ assets allocated to the Allocated Portion pursuant to this Agreement if the Manager deems such reallocation appropriate upon prompt notice to Sub-Adviser (to the extent reasonably practicable). The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion of each Series in accordance with any written policies, practices or procedures that may be established by the Board or the Manager from time to time and that have been provided to the Sub-Adviser, consistent with those described in the Series’ Prospectus and Statement of Additional Information (“SAI”), as each may be amended from time to time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement consistent with the investment policies of guidelines in Schedule B, as may be amended by the Portfolio, determined as provided above, and in particular Manager upon notice to place all the Sub-Adviser. In placing any orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall seek to obtain for the Allocated Portion “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities for be purchased from or sold to the Portfolio with brokers Manager or dealers selected by the Investment Manager. In connection Sub-Adviser, or any of their affiliated persons, except in accordance with the selection of such brokers or dealers and the placing of such orders1940 Act, the Investment Manager is directed at Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all times other federal and state laws or regulations applicable to follow the policies Trust and the Series. Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Board, on behalf of the Fund Series, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Allocated Portion with a broker or dealer that is (i) an affiliated person of the Series, including the Manager or any sub-adviser for the Series; (ii) a principal underwriter of the Series’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Manager agrees that it will provide the Sub-Adviser with a written list of brokers and dealers that are affiliates of the Manager or any sub-adviser (other than the Sub-Adviser) and will, from time to time, update such list as set forth necessary. The Sub-Adviser agrees that it will provide the Manager with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the Prospectusbest interest of the Allocated Portion as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Nothing herein Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time. The Sub-Adviser shall preclude provide reasonable assistance to the "bunching" of orders Manager, the custodian or recordkeeping agent for the sale Trust in determining or purchase confirming, consistent with the procedures and policies stated in the Trust’s registration statement on Form N-1A with respect to the Series, as amended and supplemented from time to time (“Registration Statement”), the value of any portfolio securities with or other assets of the other Portfolios Allocated Portion for which the Manager, custodian or with other accounts managed recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Investment Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (ii) assisting the Manager or the Investment Manager's general account custodian in obtaining bids and separate accountsoffers or quotes from broker/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Manager or custodian; (iii) upon the request of the Manager or the custodian, providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon request, with such records being deemed Trust records. The Investment parties acknowledge that the Sub-Adviser and the custodian or recordkeeping agent of the Series may use different pricing vendors, which may result in valuation discrepancies. The Trust, on behalf of each Series, hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 11a2-2(T) thereunder, and each Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). The Sub-Adviser shall discharge the foregoing responsibilities in compliance with applicable laws and regulations and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Board, consistent with the investment guidelines provided in Schedule B, as may be amended from time to time by the Manager shall not favor upon notice to the Sub-Adviser, and subject to such further limitations as the Trust may from time to time impose on the Series by written notice to the Sub-Adviser. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, any account over Series or the Manager in any other way or otherwise be deemed an agent of the Trust, any Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedSub-Adviser.

Investment Management Services. In acting as investment manager to Investment Manager of the PortfolioFund, the Investment Manager shall regularly provide the Portfolio Fund with such investment research, advice and management as the Fund Corporation may from time to time consider necessary for the proper management of the Portfolio Fund and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio Fund shall be held in the various securities or other assets, subject always to any restrictions of the FundCorporation's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws law and regulations including the Investment Company 1940 Act, and the statements relating to the PortfolioFund's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-Corporation then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund Corporation at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fundcorporation, all actions which it deems necessary to implement the investment policies of the PortfolioFund, determined as provided above. Subject to the foregoing, and the Investment Manager shall have the authority to engage one or more sub-investment managers in particular to connection with the management of the Fund, which sub-investment managers may be affiliates of the Investment Manager. The Investment Manager shall place all orders for the purchase or and sale of portfolio securities for the Portfolio account of the Fund with brokers or dealers selected by the Investment Manager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Article 3(d). In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund Corporation as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of bunching"of orders for the sale or purchase of portfolio securities with the other Portfolios Funds or with other accounts managed by the Investment Manager or with the Investment Manager's own general account and separate accountsfunds. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. The Investment Manager shall furnish to the Corporation necessary assistance in: (i) the preparation of all reports now or hereafter required by federal or other laws; and (ii) the preparation of prospectuses, registration statements and amendments thereto thant may be required by federal or other laws or by the rules or regulations of any duly authorized commission or administrative body. The Investment Manager shall arrange for providing and maintaining a bond issued by a reputable insurance company authorized to do business in the place where the bond is issued against larceny and embezzlement covering each officer and employee of the Corporation and/or the Investment Manager who may singly or jointly with others have access to funds or securities of the Corporation, with direct or indirect authority to draw upon such funds or to direct generally the disposition of such funds. The bond shall be in such reasonable amount as a majority of the Board of Directors of the Corporation who are not "interested persons" of the Corporation, as defined in the 1940 Act, shall determine, with due consideration given to the aggregate assets of the Corporation to which any such officer or employee may have access. The premium for the bond shall be payable by the Corporation in accordance with Article 3(o).

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-By- Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-then- currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager addition to performing its services required under the PortfolioInvestment Advisory Agreement, the Investment Manager shall regularly provide the Portfolio Fund and the Adviser with such investment research, advice including signals and management results from quantitative models and algorithms (the “Model”), as reasonably and from time to time requested by the Fund and the Adviser and consistent with the Fund’s investment program, subject always to the provisions of the Trust’s Declaration of Trust and By-Laws and of the Investment Company Act of 1940 (the “1940 Act”), and to the Fund’s investment objectives, policies and restrictions, as each of the same shall be from time to time in effect, and subject further to such policies and instructions as the Fund Board may from time to time consider necessary establish. Further, the Manager shall analyze and consult with the Adviser and the Board on algorithm constituents in the context of changes in the closed-end fund capital markets and any global changes in the structure of such markets and their implications for the proper management Fund’s investment program. In addition to providing the Fund with the foregoing investment advisory services, the Manager shall also regularly provide, or cause to be provided, without additional expense to the Fund, the following services: (a) monitor performance by the Adviser of its responsibilities and authority under the Investment Advisory Agreement and review all purchases and sales of portfolio securities and other instruments made by the Fund to assess compliance with the Fund’s stated investment objective, policies and restrictions and consistency with the Fund’s investment program; (b) monitor and test the Adviser’s selection and use of brokers and dealers effecting transactions on behalf of the Portfolio Fund to ensure best execution relating to all Fund trading, review and shall furnish continuously an investment program oversee the Adviser’s trading in less liquid securities, maintain policies and shall determine which securities shall be purchasedoversight related thereto, sold or exchanged and what portion prepare periodic reports to the Board with respect to the foregoing. (c) ensure the continued proper operation of the assets Model’s signals and results to be used by the Adviser in managing the Fund’s investment portfolio and make recommendations to the data provider regarding changes to the Model; (d) vote portfolio securities consistent with the Fund’s proxy voting policy; (e) advise and assist the officers of the Portfolio shall Trust in taking such steps as are necessary or appropriate to carry out the decisions of the Board and the appropriate committees of the Board regarding the conduct of the business of the Trust insofar as it relates to the Fund; (f) keep the Board informed of developments materially affecting the Fund and, on its own initiative, furnish the Board from time to time with whatever information the Manager believes is appropriate for this purpose; (g) provide, or cause to be held in provided, to the various securities or other assetsTrust, subject always with respect to any restrictions the Fund, office space, facilities, equipment and personnel as the Manager deems necessary to provide for the effective administration of the affairs of the Fund's Articles , including providing from among the Manager’s officers and employees, persons to serve as Trustees, officers and employees of Incorporation the Trust as requested by the Board and Bypay the salaries of such persons; (h) coordinate with the Fund and its service providers (including counsel to the Independent Trustees) and oversee the preparation and production of meeting materials for the Board as they relate to the Fund, as well as such other materials as the Board may from time to time reasonably request; (i) coordinate with the Fund and its service providers (including counsel to the Independent Trustees) and oversee the preparation and filing with the Securities and Exchange Commission (the “Commission”) of registration statements, notices, shareholder reports, proxy statements and other material for the Fund required to be filed under applicable laws; (j) develop and implement procedures for monitoring compliance with the Fund’s investment objectives, policies and guidelines and with applicable regulatory requirements; (k) respond to inquiries from existing Fund shareholders regarding the Fund’s investment policies, performance and investment program, and provide periodic shareholder communications regarding the Fund’s investment policies, performance and investment program including but not limited to shareholder letters for inclusion in the Fund’s semi-Lawsannual and annual reports and quarterly portfolio commentary; (l) oversee the determination and publication of the Fund’s net asset value in accordance with the Trust’s valuation policies; (m) prepare and monitor expense budgets for the Fund, and review the appropriateness and arrange for the payment of Fund expenses; (n) maintain and preserve the records required by the 1940 Act to be maintained by the Manager in connection with the performance of its services. Furthermore and in compliance with the requirements of Rule 31a-3 under the 1940 Act, the Manager acknowledges that all records which it maintains for the Trust are the property of the Trust and agrees to surrender promptly to the Trust any of such records upon the Trust’s request, provided that the Manager may retain copies thereof at its own expense. The Manager further agrees to maintain the Fund’s proxy voting record in a form mutually agreeable between the parties and which contains the information required by Form N-PX under the 1940 Act; and (o) furnish to the Fund such other services consistent with the foregoing as the Manager deems necessary, or the Board reasonably requests, for the efficient operation of the Trust and Fund. The Manager will, at its own expense, maintain sufficient staff, and employ or retain sufficient personnel and consult with any other persons that it determines may be necessary or useful to the performance of its obligations under this Agreement. The Manager will perform its services in accordance with the policies and procedures of the Fund and Trust, as amended or supplemented from time to time, and will treat all records and other information that it receives in connection with this Agreement, as confidential and proprietary information not to be used for any purpose other than performance of the Manager’s responsibilities and duties hereunder. The Manager shall not use its knowledge of non-public information (including without limitation portfolio positions or transactions) as a basis to place or recommend any securities or other transactions for its own benefit or the benefit of others (e.g., other clients of the Manager or its affiliates). The Manager shall conform its conduct to, and will ensure that its advice with respect to the Fund complies with, the 1940 Act, the requirements for qualification of the Fund as a regulated investment company under Subchapter M of the Internal Revenue Code of 1986, all other applicable federal and state laws and regulations and with the provisions of applicable laws the Fund’s prospectus and regulations including statement of additional information as amended or supplemented. In the Investment Company Actperformance of its duties hereunder, the Manager is and will be an independent contractor and unless otherwise expressly provided or authorized will have no authority to act for or represent the statements relating Fund or the Adviser in any way or otherwise be deemed to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus be an agent of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors or of the Fund at any timeAdviser. For avoidance of doubt, the Manager does not, however, make any definite determination as have responsibility or authority to exercise investment policy discretion with respect to the management of the Fund’s investment portfolio, all of which responsibility and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination authority has been revoked. The Investment Manager shall takedelegated by the Trust, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedAdviser.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles ’s Agreement and Declaration of Incorporation Trust and By-LawsBylaws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's ’s investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-then currently effective under the Securities Act of 1933 (the "“Prospectus"”). Should the Board of Directors Trustees of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "“bunching" ” of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager to Investment Manager of the PortfolioFund, the Investment Manager shall regularly provide the Portfolio Fund with such investment research, advice and management as the Fund Corporation may from time to time consider necessary for the proper management of the Portfolio Fund and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio Fund shall be held in the various securities or other assets, subject always to any restrictions of the FundCorporation's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws law and regulations including the Investment Company 1940 Act, and the statements relating to the PortfolioFund's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-Corporation then currently effective effectively under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund Corporation at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the FundCorporation, all actions which it deems necessary to implement the investment policies of the PortfolioFund, determined as provided above. Subject to the foregoing, and the Investment Manager shall have the authority to engage one or more sub-investment managers in particular to connection with the management of the Fund, which sub-investment managers may be affiliates of the Investment Manager. The Investment Manager shall place all orders for the purchase or and sale of portfolio securities for the Portfolio account of the Fund with brokers or dealers selected by the Investment Manager, although the Fund will pay the actual brokerage commission on portfolio transactions in accordance with Article 3(d). In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund Corporation as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios Funds or with other accounts managed by the Investment Manager or with the Investment Manager's own general account and separate accountsfunds. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged. The Investment Manager shall furnish to the Corporation necessary assistance in: (i) the preparation of all reports now or hereafter required by federal or other laws; and (ii) the preparation of prospectuses, registration statements and amendments thereto that may be required by federal or other laws or by the rules or regulations of any duly authorized commission or administrative body. The Investment Manager shall arrange for providing and maintaining a bond issued by a reputable insurance company authorized to do business in the place where the bond is issued against larceny and embezzlement covering each officer and employee of the Corporation and/or the Investment Manager who may singly or jointly with others have access to funds or securities of the Corporation, with direct or indirect authority to draw upon such funds or to direct generally the disposition of such funds. The bond shall be in such reasonable amount as a majority of the Board of Directors of the Corporation who are not "interested persons" of the Corporation, as defined in the 1940 Act, shall determine, with due consideration given to the aggregate assets of the Corporation to which any such officer or employee may have access. The premium for the bond shall be payable by the Corporation in accordance with Article 3(o).

Investment Management Services. In acting as investment manager to ------------------------------- the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented 2 from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager ------------------------------ to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting (a) The Sub-Adviser shall act as the investment manager subadviser to the PortfolioSeries and, as such, shall (i) obtain and evaluate such information relating to the Investment Manager shall regularly provide the Portfolio with such investment researcheconomy, advice industries, businesses, securities markets and management securities as the Fund it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Series in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's a manner consistent with its investment objectives, policies and restrictions and the investment guidelines as provided to the same Sub-Adviser, and (iii) determine from time to time securities to be purchased, sold, retained, borrowed or lent by the Series, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. (b) The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Series (i) in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should accordance with any written policies, practices or procedures that may be established by the Board of Directors Trustees or the Manager from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Series’ Prospectus and Statement of the Fund at Additional Information (“SAI”). In placing any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of investments for the Series, the Sub-Adviser shall use its best efforts to obtain for the Series “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities for be purchased from or sold to the Portfolio with brokers Manager or dealers selected by the Investment Manager. In connection Sub-Adviser, or any of their affiliated persons, except in accordance with the selection of such brokers or dealers and the placing of such orders1940 Act, the Investment Manager Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all other laws or regulations applicable to the Sub-Adviser, Trust and Series. (c) The Sub-Adviser agrees that it will not execute any portfolio transactions for the Series with a broker or dealer which is directed at all times to follow the policies (i) an affiliated person of the Fund Fund, including the Manager; (ii) a principal underwriter of the Fund's shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are: (w) exempt under Rules 10f-3(b) or 17a-10 of the 1940 Act; (x) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as set forth adopted in accordance with Rule 17e-1; (y) executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3; or (z) executed in accordance with Rule 17a-7 of the 1940 Act and the Fund’s Rule 17a-7 procedures, as adopted in accordance with Rule 17a-7. The Manager agrees that it will provide the Sub-Adviser with a written list of any such affiliated brokers and dealers and will, from time to time, update such list as necessary. The Sub-Adviser agrees that it will provide the Manager with a written list of any brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. (d) Subject to the appropriate policies and procedures approved by the Board of Trustees, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Series to pay a broker or dealer that provides brokerage or research services to the Manager the Sub-Adviser and the Series an amount of commission for effecting a Series transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Series or its other advisory clients. To the extent authorized by Section 28(e) and the Board of Trustees, the Sub-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 such action. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. (e) On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the Prospectusbest interest of the Series as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Nothing herein shall preclude Allocation of the "bunching" securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Series and to its other clients over time. (f) The Series hereby authorizes any entity or person associated with the Sub-Adviser which is a member of orders a national securities exchange to effect or execute any transaction on the exchange for the sale account of the Series which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). (g) The Sub-Adviser shall provide assistance to the Manager, the custodian or purchase accounting agent for the Trust in determining or confirming, consistent with the procedures and policies stated in the Trust’s registration statement on Form N-1A with respect to the Series (“Registration Statement”), the value of any portfolio securities with or other assets of the other Portfolios Series for which the Manager, custodian or with other accounts managed accounting agent seeks assistance from the Sub-Adviser or identifies for review by the Investment Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Manager’s Valuation Committee convenes; (ii) assisting the Manager or the Investment Manager's general account custodian in obtaining bids and separate accountsoffers or quotes from broker/dealers or market-makers with respect to securities held by the Series, upon the reasonable request of the Manager or custodian; (iii) upon the request of the Manager or the custodian, confirming pricing and providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon request, with such records being deemed Trust records. (h) The Sub-Adviser shall prepare such material and provide such information for inclusion in shareholder communications, advertising, sales literature and similar communications of the Series or that the Board, Trust, Series or Manager may from time to time reasonably require including, without limitation, the preparation and submission to the Manager of: (i) daily holdings files; (ii) monthly portfolio and market commentary; (iii) monthly portfolio summary file; and (iv) monthly transaction summary file. (g) The Sub-Adviser shall discharge the foregoing responsibilities subject to the control of the officers and Trustees of the Trust (the “Trustees”) and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Trustees, and subject to such further limitations as the Series may from time to time impose by written notice to the Sub-Adviser and in compliance with applicable laws and regulations. The Investment Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, Series or the Manager shall not favor in any account over any other way or otherwise be deemed an agent of the Trust, Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedSub-Adviser.

Investment Management Services. In acting as investment manager Subject to the direction and approval of the Board of Directors of the Fund, Prudential will manage the investments of the Fund and determine the composition of the assets of each of the Fund's Portfolios, including the purchase, retention, or sale of the securities and cash contained in those Portfolios. These duties will be performed in accordance with the investment objectives and policies of each Portfolio, as stated in the Investment Manager shall regularly Fund's Articles of Incorporation, By-Laws, Prospectus, Statement of Additional Information and in resolutions adopted by the Fund's Board of Directors. Prudential will provide the Portfolio with such investment researchresearch and conduct a continuous program of evaluation, advice investment, sales, and management as the Fund may from time to time consider necessary for the proper management reinvestment of the Portfolio and shall furnish continuously an investment program and shall determine Fund's assets by determining which securities shall be purchased, sold or exchanged for each Portfolio, when these transactions should be executed, and what portion of the assets of the each Portfolio shall should be held in the various securities in which it may invest. Prudential will exercise its best judgment in performing the services described above. The Fund understands that Prudential now serves, and will continue to serve, as investment manager or adviser to other investment companies and to clients that are not investment companies, and that Prudential also performs similar functions in managing its own assets, subject always to any restrictions the assets of its separate accounts, and the assets of certain of its subsidiaries. The Fund understands that the employees of Prudential who assist in the performance of the Fundservices described above will also devote time to rendering similar services to the other entities for which Prudential also acts as investment manager or adviser. When investment opportunities arise that may be appropriate for more than one entity for which Prudential serves as investment manager or adviser, Prudential will not favor one over another and may allocate investments among them in an impartial manner believed to be equitable to each entity involved. The allocations will be based on each entity's Articles of Incorporation investment objectives and By-Lawsits current cash and investment positions. Because the various entities for which Prudential acts as investment manager or adviser have different investment objectives and positions, as amended or supplemented Prudential may from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as time buy a particular security for one or more such entities while at the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by time its sells such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedanother.

Investment Management Services. In acting The Sub-Adviser shall act as the investment manager subadviser to the PortfolioSeries and, as such, shall (i) obtain and evaluate such information relating to the Investment Manager shall regularly provide the Portfolio with such investment researcheconomy, advice industries, businesses, securities or other markets and management securities as the Fund it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion in a manner consistent with the investment objectives and principal investment strategies (as set forth in the various securities or other assets, subject always to any restrictions Prospectus and Statement of Additional Information (“SAI”) of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectivesSeries), policies and restrictions of the applicable Series and the investment guidelines as provided to the same Sub-Adviser, and (iii) determine from time to time securities, instruments and other assets to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected, provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with [the issuer or with a broker or dealer]. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion (i) in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should accordance with any written policies, practices or procedures that may be established by the Board of Directors of Trustees or the Fund at Manager from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Series’ Prospectus and SAI. In placing any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion “best execution, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Manager, Adviser or the Sub-Adviser, or any of their affiliated persons, except in accordance with the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Series. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Allocated Portion with brokers a broker or dealers selected by dealer which is (i) an affiliated person of the Investment Series, including the Manager, Adviser or any other subadviser for the Series; (ii) a principal underwriter of the Series’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are: (w) exempt under Rules 10f-3(b) or 17a-10; (x) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund's Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1; (y)executed in accordance with Rule 10f-3(c) of the 1940 and the Fund's Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3; or (z) executed in accordance with Rule 17a-7 of the 1940 Act and the Fund’s Rule 17a-7, as adopted in accordance with Rule 17a-7. In connection The Manager agrees that it will provide the Sub-Adviser with the selection a written list of such brokers or and dealers and will update such list as necessary. The Sub-Adviser agrees that it will provide the placing Manager with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will update such list as necessary. Subject to the appropriate policies and procedures approved by the Board of Trustees, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Sub-Adviser an amount of commission for effecting for the Allocated Portion a transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such ordersbrokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Series or its other advisory clients. To the extent authorized by Section 28(e) and the Board of Trustees, the Investment Sub-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 such action. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is directed at all times required to follow pay or for which the policies Trust is required to arrange payment On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Allocated Portion as set forth well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the fees and expenses incurred in the Prospectustransaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time. Nothing herein The Sub-Adviser shall preclude provide reasonable assistance to the "bunching" of orders Manager, the custodian or recordkeeping agent for the sale Trust in determining or purchase confirming, consistent with the procedures and policies stated in the Trust’s registration statement on Form N-1A with respect to the Series (“Registration Statement”), the value of any portfolio securities with or other assets of the other Portfolios Allocated Portion for which the Manager, custodian or with other accounts managed recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Investment Sub-Adviser, but shall not be responsible for valuing, including determining the fair valuations of, assets in the Allocated Portion. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Manager’s Valuation Committee convenes; (ii) assisting the Manager or the Investment Manager's general account custodian in obtaining bids and separate accountsoffers or quotes from broker/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Manager or custodian; (iii) upon the request of the Manager or the custodian, confirming pricing and providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon request, with such records being deemed Trust records. The Investment Manager shall not favor Series hereby authorizes any account over any other and any purchase entity or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among person associated with the accounts involved and at a price Sub-Adviser which is approximately averageda member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). The Sub-Adviser shall discharge the foregoing responsibilities subject to the control of the officers and Trustees of the Trust (the “Trustees”) and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Trustees, and subject to such further limitations as the Series may from time to time impose by written notice to the Sub-Adviser and in compliance with applicable laws and regulations. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, Series or the NB Parties in any way or otherwise be deemed an agent of the Trust, Series or the NB Parties except as expressly authorized in this Agreement or another writing by the Trust, the NB Parties and the Sub-Adviser. The NB Parties and Sub-Adviser each agree that the Sub-Adviser shall manage the Allocated Portion as if it was a separate operating portfolio and shall comply with [subsections (a) and (b) of Section 1] of this Agreement (including, but not limited to, the investment objectives, policies and restrictions applicable to the Series and qualifications of the Series as a regulated investment company under the Code) only with respect to the Allocated Portion.

Investment Management Services. In acting as investment manager Subject to the Portfoliogeneral oversight of the Manager, and in accordance with the Series' investment objectives, policies and restrictions, the Investment Manager Sub-Adviser shall regularly provide the Portfolio with such investment research, advice and management act as the Fund investment subadviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion in a manner consistent with the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's Series' investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the same Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion's assets will be invested or held uninvested as cash. The Manager has the right at any time to reallocate the portion of a Series' assets allocated to the Allocated Portion pursuant to this Agreement if the Manager deems such reallocation appropriate. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion in accordance with any written policies, practice or procedures that may be established by the prospectus Board of Trustees of the Fund then-currently effective under the Securities Act of 1933 Trust (the "ProspectusBoard") or the Manager from time to time and which have been provided to the Sub-Adviser, consistent with those described in the Series' Prospectus and Statement of Additional Information ("SAI"), as each may be amended from time to time. Should the Board of Directors of the Fund at In placing any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion "best execution", considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities for be purchased from or sold to the Portfolio with brokers Manager or dealers selected by the Investment Manager. In connection Sub-Adviser, or any of their affiliated persons, except in accordance with the selection of such brokers or dealers and the placing of such orders1940 Act, the Investment Manager is directed at Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, and all times other federal and state laws or regulations applicable to follow the policies Trust and the Series. Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Board, on behalf of the Fund Series, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Allocated Portion with a broker or dealer which is (i) an affiliated person of the Series, including the Manager or any sub-adviser for the Series; (ii) a principal underwriter of the Series' shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Sub-Adviser agrees that it will provide the Manager with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as set forth necessary. Subject to the appropriate policies and procedures approved by the Board, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended ("Exchange Act") cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-Adviser and the Allocated Portion an amount of commission for effecting a Series transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser's overall responsibilities to the Series or its other advisory clients. Subject to seeking best execution, the Board or the Manager may direct the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the Prospectusbest interest of the Allocated Portion as well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Nothing herein Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time. The Sub-Adviser shall preclude provide assistance to the "bunching" of orders Manager, the custodian or recordkeeping agent for the sale Trust in determining or purchase confirming, consistent with the procedures and policies stated in the Trust's registration statement on Form N-1A with respect to the Series ("Registration Statement"), the value of any portfolio securities with or other assets of the other Portfolios Allocated Portion for which the Manager, custodian or with other accounts managed recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Investment Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust's Valuation Committee convenes; (ii) assisting the Manager or the Investment Manager's general account custodian in obtaining bids and separate accountsoffers or quotes from broker/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Manager or custodian; (iii) upon the request of the Manager or the custodian, confirming pricing and providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon request, with such records being deemed Trust records. The Investment Manager shall not favor parties acknowledge that the Sub-Adviser and the custodian or recordkeeping agent of the Series may use different pricing vendors, which may result in valuation discrepancies. The Trust, on behalf of the Series, hereby authorizes any account over any other and any purchase entity or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among person associated with the accounts involved and at a price Sub-Adviser which is approximately averageda member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). The Sub-Adviser shall discharge the foregoing responsibilities in compliance with applicable laws and regulations and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Trustees of the Trust, and subject to such further limitations as the Trust may from time to time impose on the Series by written notice to the Sub-Adviser. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, Series or the Manager in any way or otherwise be deemed an agent of the Trust, Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Sub-Adviser.