Common use of PROVISION OF INVESTMENT MANAGEMENT SERVICES Clause in Contracts

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO in writing from time to time. IIA will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO and, as in effect from time to time, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to the Subject Assets and will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets as the Trust's Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA JHMLICO will provide for such portion of to the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolios a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO in writing from time to timethe Series. IIA JHMLICO will manage the investment and reinvestment of the assets in the Subject AssetsPortfolios, and perform the other functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO Series and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations regulations) or any directions or instructions, all as instructions delivered to IIA JHMLICO in writing by JHLICO or the Trust Series from time to time). IIA will have investment discretion Except to the extent that the Board of Trustees approves performance of any of the following functions by any custodian, transfer agent, independent counsel, or other independent agent, JHMLICO will, with respect to the Subject Assets and will, at its own expensePortfolios: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust Series with research, economic and statistical data in connection with the Series' investments and investment policies for the Subject Assetspolicies; (b) provide administration of the day to day operations of the Series; (c) submit such reports relating to the valuation of the Subject Assets Series' securities as the Trust's its Board of Trustees may reasonably request; (cd) assist the Series in any negotiations relating to its investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors and place orders for purchases and sales of portfolio investments for the Subject Assetsinvestments; (de) provide office space and office equipment and supplies (including telephone and other utility services), accounting and data processing equipment and necessary executive, legal, accounting, clerical and secretarial personnel for the administration of the affairs of the Series; (f) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, distributor, transfer agent or JHLICOany Sub-Investment Manager; (g) oversee, and use its best efforts to assure the performance of all the activities and services of any custodian, distributor, transfer agent or other similar agent retained by the Series; (h) value the assets and liabilities of the Series, compute the daily income, net asset value and yield of each Portfolio; and (ei) subject to its receipt supervise the activities of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICOeach Sub-Investment Manager. The Trust and JHLICO Series will provide timely information to IIA JHMLICO regarding such matters as purchases and redemptions of shares with respect to the Subject Assets in each Portfolio and the cash requirements of, and cash available for investment in, the Subject Assetseach Portfolio, and all other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA JHMLICO to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Xxxxxx Xxxxxxx will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO set forth in writing from the Subject Fund's current Prospectus and Statement of Additional Information. From time to time, JHLICO or the Trust may provide Xxxxxx Xxxxxxx in writing (including, without limit, electronic communication) with additional or amended investment policies, guidelines and restrictions. IIA Xxxxxx Xxxxxxx, as a sub-manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all each as delivered to IIA Xxxxxx Xxxxxxx in writing by JHLICO or the Trust from time to time). IIA will have In the event that, in addition to Xxxxxx Xxxxxxx, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that Xxxxxx Xxxxxxx will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, Xxxxxx Xxxxxxx acknowledges receipt of a copy of the Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Xxxxxx Xxxxxxx will, at its own expense: (a) upon request, advise the Trust Subject Fund in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Assets; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, and a daily summary sufficient to verify trade data received by the custodian from third parties for each transaction effected for the Subject Assets; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Assets during the month, a summary listing all investments held in the Subject Assets as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its Xxxxxx Xxxxxxx'x receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIA's Xxxxxx Xxxxxxx'x proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA Xxxxxx Xxxxxxx will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Assets Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Xxxxxx Xxxxxxx will also make its personnel available in Boston or other reasonable locations as often as annually, and at reasonable times, to discuss the Subject Assets and Xxxxxx Xxxxxxx'x management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to Xxxxxx Xxxxxxx regarding such matters as purchases and redemptions of shares in the Subject Fund and the cash requirements of, and cash available for investment in, the Subject Fund. JHLICO will timely provide Xxxxxx Xxxxxxx with copies of monthly accounting statements for the Subject Fund, and such other information (including, without limitation, reports concerning the classification of portfolio securities for purposes of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for Xxxxxx Xxxxxxx to perform its responsibilities hereunder. Xxxxxx Xxxxxxx may perform its services hereunder through its affiliates, employees, officers or agents, and neither JHLICO nor the Trust shall be entitled to the advice, recommendation or judgment of any specific person; provided, however, that the persons identified in the prospectus relating to the Subject Assets shall perform the portfolio management duties described therein until Xxxxxx Xxxxxxx notifies JHLICO that one or more other affiliates, employees, officers or agents identified in such notice shall assume such duties as of a specific date.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA JHLICO will provide for such portion of to the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Funds a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said the Series Fund, as furnished to IIA by . JHLICO in writing from time to time. IIA will manage the investment and reinvestment of the assets in the Subject AssetsFunds, and perform the other functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO Series Fund and, as in effect from time to time, the provisions of the TrustSeries Fund's Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations regulations) or any directions or instructions, all as instructions delivered to IIA JHLICO in writing by JHLICO or the Trust Series Fund from time to time). IIA will have investment discretion Except to the extent that the Board of Trustees approves performance of any of the following functions by any custodian, transfer agent, independent counsel, or other independent agent, JHLICO will, with respect to the Subject Assets and will, at its own expenseFunds: (a) upon request, advise the Trust Series Fund in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust Series Fund with research, economic and statistical data in connection with the Series Fund's investments and investment policies for the Subject Assetspolicies; (b) provide administration of the day to day operations of the Series Fund; (c) submit such reports relating to the valuation of the Subject Assets Series Fund's securities as the Trust's its Board of Trustees may reasonably request; (cd) assist the Series Fund in any negotiations relating to its investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors and place orders for purchases and sales of portfolio investments for the Subject Assetsinvestments; (de) provide office space and office equipment and supplies (including telephone and other utility services), accounting and data processing equipment and necessary executive, legal, accounting, clerical and secretarial personnel for the administration of the affairs of the Series Fund; (f) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries Fund, to the extent not maintained by the TrustSeries Fund's custodian, distributor, transfer agent or JHLICOany Sub-Investment Manager; (g) oversee, and use its best efforts to assure the performance of all the activities and services of any custodian, distributor, transfer agent or other similar agent retained by the Series Fund; (h) value the assets and liabilities of the Series Fund, compute the daily income, net asset value and yield of each Fund; and (ei) subject to its receipt supervise the activities of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICOeach Sub-Investment Manager. The Trust and JHLICO Series Fund will provide timely information to IIA JHLICO regarding such matters as purchases and redemptions of shares with respect to the Subject Assets in each Fund and the cash requirements of, and cash available for investment in, the Subject Assetseach Fund, and all other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA JHLICO to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Xxxxxxxxxx will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Xxxxxxxxxx with additional or amended investment policies, guidelines and restrictions. IIA Xxxxxxxxxx, as sub- manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Xxxxxxxxxx in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Xxxxxxxxxx acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Xxxxxxxxxx will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets, and a daily summary sufficient to verify trade data received by the custodian from third parties for each transaction effected for the Subject Portfolio, and promptly forward (or cause to be forwarded) to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Xxxxxxxxxx'x proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Xxxxxxxxxx will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Xxxxxxxxxx will also make its personnel available in Boston or other reasonable locations as often as annually to discuss the Subject Portfolio and Xxxxxxxxxx'x management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Xxxxxxxxxx regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Xxxxxxxxxx with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Xxxxxxxxxx to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the each Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA established by the Trust and JHLICO and as delivered in writing from to Advisers. From time to time, JHLICO or the Trust may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as Sub-Manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon request, furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Fund for which market prices or quotations are not available (it being understood that Adviser is not responsible for the pricing of the Trust's assets); (c) place orders for purchases and sales of portfolio investments for the Subject AssetsFund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by it as investment adviser to the Trust (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Fund, and promptly forward to the extent custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund (it being understood that Advisers is not maintained by the Trust's custodian, transfer agent or JHLICOresponsible for such accounting services); and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIA's Advisers' proxy voting policy as most recently provided supplied to JHLICO. On its own initiative, Advisers will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Fund, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Fund and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Fund. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsFund, and all such other information (including, without limitation, reports concerning the classification of portfolio securities of the Subject Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Sub-Manager will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA Sub-Manager by JHLICO JHMLICO in writing from time to time. IIA Sub-Manager will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the TrustSeries, JHLICO JHMLICO and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA Sub-Manager by JHLICO JHMLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA Sub-Manager in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA Sub-Manager will have investment discretion with respect to the Subject Assets Portfolio and will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets Portfolio's securities as the Trust's Series' Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, transfer agent or JHLICOJHMLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject FundPortfolio, vote, or cause to be voted, vote any or all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIASub-Manager's proxy voting policy as most recently provided to JHLICOJHMLICO. The Trust Series and JHLICO JHMLICO will provide timely information to IIA the Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Subject AssetsPortfolio, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA the Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA the Sub-Manager will apprise JHLICO JHMLICO and the Trust Series of important developments materially affecting the Subject Assets Portfolio and will furnish JHLICO JHMLICO and the Trust's Series' Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub- manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon reasonable request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Portfolio; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiativeWithout limiting the foregoing, IIA JHMLICO will perform quarterly and annual tax compliance tests to measure whether the Subject Portfolio is in compliance with Subchapter M and Section 817(h) of the Internal Revenue Code. JHMLICO will apprise JHLICO Advisers promptly after each quarter end of any non-compliance with the diversification requirements in such provisions of the Internal Revenue Code. If so apprised, Advisers will take prompt action to remedy any such non-compliance identified by JHMLICO and the Trust of important developments materially affecting bring the Subject Assets and will furnish JHLICO and Portfolio back into compliance with such diversification provisions of the Trust's Board of Trustees from time to time such information as is appropriate for this purposeInternal Revenue Code.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub- manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO set forth in writing from the Subject Fund's current Prospectus and Statement of Additional Information. From time to time, JHLICO or the Trust may provide Advisers in writing (including, without limit, electronic communication) with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as a sub-manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all each as delivered to IIA Advisers in writing by JHLICO or the Trust from time to time). IIA will have In the event that, in addition to Advisers, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that Advisers will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, Advisers acknowledges receipt of a copy of the Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Subject Fund in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Assets (it being understood that Advisers is not responsible for the pricing of the Subject Assets); (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, and a daily summary sufficient to verify trade data received by the custodian from third parties for each transaction effected for the Subject Assets; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Assets during the month, a summary listing all investments held in the Subject Assets as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund (it being understood that Advisers is not responsible for such accounting services); and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA Advisers will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Assets Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Assets and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to Advisers regarding such matters as purchases and redemptions of shares in the Subject Fund and the cash requirements of, and cash available for investment in, the Subject Fund. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject Fund, and such other information (including, without limitation, reports concerning the classification of portfolio securities for purposes of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code") and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for Advisers to perform its responsibilities hereunder.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub- manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon reasonable request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Portfolio; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiativeWithout limiting the foregoing, IIA JHMLICO will perform quarterly and annual tax compliance tests to measure whether the Subject Portfolio is in compliance with Subchapter M and Section 817(h) of the Internal Revenue Code. JHMLICO will apprise JHLICO Advisers promptly after each tax quarter end of any non-compliance with the diversification requirements in such provisions of the Internal Revenue Code. If so apprised, Advisers will take prompt action to remedy any such non-compliance identified by JHMLICO and the Trust of important developments materially affecting bring the Subject Assets and will furnish JHLICO and Portfolio back into compliance with such diversification provisions of the Trust's Board of Trustees from time to time such information as is appropriate for this purposeInternal Revenue Code.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA RREEF will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO set forth in writing from the Subject Fund's current Prospectus and Statement of Additional Information. From time to time, JHLICO or the Trust may provide RREEF in writing (including, without limit, electronic communication) with additional or amended investment policies, guidelines and restrictions. IIA RREEF, as a sub-manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished in effect and provided to IIA by JHLICO in writing RREEF from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all each as delivered to IIA RREEF in writing by JHLICO or the Trust from time to time). IIA will have In the event that, in addition to RREEF, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that RREEF will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, RREEF acknowledges receipt of a copy of the Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as listed on Schedule II hereto and as in effect on the date of this Agreement. RREEF will, at its own expense: (a) upon request, advise the Trust Subject Fund in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Assets; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, and a daily summary sufficient to verify trade data received by the custodian from third parties for each transaction effected for the Subject Assets; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written information on all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its RREEF's receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIARREEF's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA RREEF will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Assets Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. RREEF will also make its personnel available in Boston or other reasonable locations as often as annually, and at reasonable times, to discuss the Subject Assets and RREEF's management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to RREEF regarding such matters as purchases and redemptions of shares in the Subject Fund and the cash requirements of, and cash available for investment in, the Subject Fund. JHLICO will timely provide RREEF with copies of monthly accounting statements for the Subject Fund, and such other information (including, without limitation, reports concerning the classification of portfolio securities for purposes of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for RREEF to perform its responsibilities hereunder.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA INDEPENDENCE will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA INDEPENDENCE by JHLICO in writing from time to time. IIA INDEPENDENCE will manage the investment and reinvestment of the the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO and, as in effect from time to time, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA INDEPENDENCE by JHLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA INDEPENDENCE in writing by JHLICO or the Trust from time to time). IIA INDEPENDENCE will have investment discretion with respect to the Subject Assets Fund and will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets Fund and furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject AssetsFund; (b) submit such reports relating to the valuation of the Subject Assets Fund as the Trust's Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsFund; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, vote any or all proxies with respect to the Subject Assets Fund in accordance with IIAINDEPENDENCE's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA INDEPENDENCE regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Subject AssetsFund, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA INDEPENDENCE to perform its responsibilities hereunder. On its own initiative, IIA INDEPENDENCE will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets Fund and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA SSgA will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives objectives, guidelines and restrictions of said Fund, as furnished to IIA established by JHLICO the Trust and JHLICO, and as contained in writing the Prospectus and Statement of Additional Information of the Subject Fund, as in effect from time to time. IIA From time to time, JHLICO or the Trust may provide SSgA with additional or amended investment policies, guidelines and restrictions. SSgA, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, (i) subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andand (ii) consistent with the applicable investment objectives, as in effect from time to timepolicies, guidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA SSgA in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to By its signature below, SSgA acknowledges receipt of a copy of the Subject Assets Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. SSgA will, at its own expense: (a) upon request, advise the Trust in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon request, furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's ' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Fund; (c) place orders for purchases purchases, exchanges and sales of portfolio investments for the Subject AssetsFund and, in connection therewith, execute any and all documents as attorney-in-fact for the Subject Fund as may reasonably be necessary, desirable, or convenient and consistent with the investment objectives, policies, guidelines and restrictions of said Fund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian and JHLICO's Fund Operations unit with trade information for each transaction effected for the Subject Fund, and promptly forward to the custodian information on all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIASSgA's proxy voting policy as most recently provided to JHLICO. On its own initiative, SSgA will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Fund, and will furnish JHLICO and the Trust' Board of Trustees from time to time such information as is appropriate for this purpose. SSgA will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Fund and SSgA's management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA SSgA regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Fund. JHLICO will timely provide SSgA with copies of monthly accounting statements for the Subject AssetsFund, and all such other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA SSgA to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Federated will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment objectives, policies, objectives guidelines and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHLICO. From time to time, JHLICO or the Series may provide Federated with additional or amended investment policies, guidelines and restrictions with reasonable advance notice where feasible. IIA Federated, as sub-investment manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, (i) subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the TrustSeries, JHLICO andand (ii) consistent with the applicable investment objectives, as in effect from time to timepolicies, guidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, BylawsBy-laws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to timetime and provided to Federated by JHLICO), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any other directions or instructions, all as instructions delivered to IIA Federated in writing by JHLICO or the Trust Series from time to time, such directions or instructions to be provided in advance to Federated where feasible). IIA will have investment discretion with respect to By its signature below, Federated acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, By-laws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Federated will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio and, in connection therewith, execute any and all documents as attorney-in-fact for the Subject Portfolio as may reasonably be necessary, desireable, or convenient; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at or prior to the close of business each day, provide JHLICO and the custodian with trade information for each transaction effected for the Subject Portfolio, and promptly provide to the custodian information on all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with information on all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIAFederated's proxy voting policy as most recently provided to JHLICO. On its own initiative, Federated will apprise JHLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Federated will also make its investment personnel available in Boston, Massachusetts or other reasonable locations as often as semi-annually to discuss the Subject Portfolio and Federated's routine management thereof. Federated will also make qualified personnel available in Boston or other reasonable locations upon reasonable request to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Series or JHLICO may request. The Trust Series and JHLICO will provide timely information to IIA Federated regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Subject AssetsPortfolio. JHLICO will timely provide Federated with monthly accounting statements for the Subject Portfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Subject Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Federated to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub- manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon reasonable request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Sub-Advisor will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment objectives, policies, objectives guidelines and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Sub-Advisor with additional or amended investment policies, guidelines and restrictions. IIA Sub-Advisor, as sub-investment manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, (i) subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andand (ii) consistent with the applicable investment objectives, as in effect from time to timepolicies, guidelines and restrictions, the provisions of the Trust's Declaration of Trust, BylawsBy-laws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws regulations. By its signature below, Sub-Advisor acknowledges receipt of a copy of the Trust's Declaration of Trust, By-laws, prospectus, and regulations or any directions or instructionsstatement of additional information, all each as delivered to IIA in writing by JHLICO or effect on the Trust from time to time)date of this Agreement. IIA will have investment discretion with respect to the Subject Assets and Sub-Advisor will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees Directors may reasonably requestrequest in order to assist the custodian in it's determination of the of the market value of securities held in the Subject Fund; (c) place orders for purchases purchases, exchanges and sales of portfolio investments for the Subject AssetsFund and, in connection therewith, execute any and all documents as attorney-in-fact for the Subject Fund as may reasonably be necessary, desirable, or convenient and consistent with the investment objectives, policies, guidelines and restrictions of said Fund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at or prior to the close of business each day, provide the custodian and JHLICO's Fund Operations unit with trade information for each transaction effected for the Subject Fund, and promptly provide to the custodian information on all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with information on all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIASub-Advisor's proxy voting policy as most recently provided to JHLICO. On its own initiative, Sub-Advisor will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Fund, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. An account manager of Sub-Advisor assigned to this relationship shall be available to meet in Boston, Massachusetts or other reasonable locations as often as quarterly to discuss the Subject Fund and Sub-Advisor's management thereof and shall make the portfolio manager responsible for management of the Subject Fund (or in his absence, a member of Sub-Advisor's portfolio management team familiar with Subject Fund) available to meet on an annual basis in Boston, Massachusetts. Sub-Advisor will also make qualified personnel available in Boston or other reasonable locations upon reasonable request to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may request. The Trust and JHLICO will provide timely information to IIA Sub-Advisor regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Subject AssetsFund. JHLICO will timely provide Sub-Advisor with monthly accounting statements for the Subject Fund, and all such other information (including, without limitation, reports concerning the classification of Subject Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Sub-Advisor to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO in writing from time to time. IIA will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO and, as in effect from time to time, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to the Subject Assets and will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets as the Trust's Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO the Series and JHMLICO, and as contained in writing the Prospectus and Statement of Additional Information of the Subject Portfolio, as in effect from time to time. IIA From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the each Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA established by the Trust and JHLICO and as delivered in writing from to Advisers. From time to time, JHLICO or the Trust may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as Sub-Manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (ai) upon request, advise the Trust in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon request, furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for the Subject Assetspolicies; (bj) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Fund for which market prices or quotations are not available (it being understood that Adviser is not responsible for the pricing of the Trust's assets); (ck) place orders for purchases and sales of portfolio investments for the Subject AssetsFund; (dl) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (m) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by it as investment adviser to the Trust (n) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Fund, and promptly forward to the extent custodian copies of all brokerage or dealer confirmations; (o) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund (it being understood that Advisers is not maintained by the Trust's custodian, transfer agent or JHLICOresponsible for such accounting services); and (ep) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIA's Advisers' proxy voting policy as most recently provided supplied to JHLICO. On its own initiative, Advisers will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Fund, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Fund and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Fund. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsFund, and all such other information (including, without limitation, reports concerning the classification of portfolio securities of the Subject Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon reasonable request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Portfolio; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiativeWithout limiting the foregoing, IIA JHMLICO will perform quarterly and annual tax compliance tests to measure whether the Subject Portfolio is in compliance with Subchapter M and Section 817(h) of the Internal Revenue Code. JHMLICO will apprise JHLICO Advisers promptly after each tax quarter end of any non-compliance with the diversification requirements in such provisions of the Internal Revenue Code. If so apprised, Advisers will take prompt action to remedy any such non-compliance identified by JHMLICO and the Trust of important developments materially affecting bring the Subject Assets and will furnish JHLICO and Portfolio back into compliance with such diversification provisions of the Trust's Board of Trustees from time to time such information as is appropriate for this purposeInternal Revenue Code.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO in writing from time to time. IIA will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO and, as in effect from time to time, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to the Subject Assets and will, at its own expense: : (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; ; (b) submit such reports relating to the valuation of the Subject Assets as the Trust's Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Sub-Manager will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA Sub-Manager by JHLICO JHMLICO in writing from time to time. IIA Sub-Manager will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the TrustSeries, JHLICO JHMLICO and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA Sub-Manager by JHLICO JHMLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA Sub-Manager in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA Sub-Manager will have investment discretion with respect to the Subject Assets Portfolio and will, at its own expense: : (a) upon request, advise the Trust Series in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets Portfolio and furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assets; policies; (b) submit such reports relating to the valuation of the Subject Assets Portfolio's securities as the Trust's Series' Board of Trustees may reasonably request; ; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; Portfolio; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, transfer agent or JHLICOJHMLICO; and and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject FundPortfolio, vote, or cause to be voted, vote any or all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIASub-Manager's proxy voting policy as most recently provided to JHLICOJHMLICO. The Trust Series and JHLICO JHMLICO will provide timely information to IIA the Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Subject AssetsPortfolio, and all information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA the Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA the Sub-Manager will apprise JHLICO JHMLICO and the Trust Series of important developments materially affecting the Subject Assets Portfolio and will furnish JHLICO JHMLICO and the Trust's Series' Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Advisers in writing (including, without limit, electronic communication) with additional or amended investment policies, procedures, guidelines and restrictions with the opportunity for prior review by Advisers. IIA Advisers, as a sub-manager, will use due care to manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), provisions of the 1940 Act and all other applicable laws and regulations deemed to be Sub-Advisers' duty under the Subject Funds'compliance manual and procedures (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust from time to time)) as is mutually agreed to from time to time, such agreement not to be unreasonably withheld. IIA will have In the event that, in addition to Advisers, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that Advisers will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, Advisers acknowledges receipt of a copy of the Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets as the Trust's Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO in writing (including electronic communication) from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund. Advisers, as furnished to IIA by JHLICO in writing from time to time. IIA Sub-Manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO and, as in effect from time to time, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust from time to time). IIA will have In the event that, in addition to Advisers, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that Advisers will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust with research, economic and statistical data in connection with the investments and investment policies for of the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets Asset's securities as the Trust's ' Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's ' custodian, transfer agent or JHLICO. (f) at the close of business each day, provide JHLICO and the custodian with copies of the trade blotter for each transaction effected for the Subject Assets; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written information on all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by XXXXXX and subject to its Advisers' receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHLICO upon request. The Trust and JHLICO will provide timely information to IIA the Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA the Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA the Sub-Manager will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's ' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will not consult with any other sub-manager to the Subject Assets or to any other Fund of the Trust concerning transactions of the Subject Assets in securities or other assets, except as such consultations may be reasonably necessary in order to ensure compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA JHLICO will provide for such portion of to the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolios a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by the Series. JHLICO in writing from time to time. IIA will manage the investment and reinvestment of the assets in the Subject AssetsPortfolios, and perform the other functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO Series and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations regulations) or any directions or instructions, all as instructions delivered to IIA JHLICO in writing by JHLICO or the Trust Series from time to time). IIA will have investment discretion Except to the extent that the Board of Trustees approves performance of any of the following functions by any custodian, transfer agent, independent counsel, or other independent agent, JHLICO will, with respect to the Subject Assets and will, at its own expensePortfolios: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust Series with research, economic and statistical data in connection with the Series' investments and investment policies for the Subject Assetspolicies; (b) provide administration of the day to day operations of the Series; (c) submit such reports relating to the valuation of the Subject Assets Series' securities as the Trust's its Board of Trustees may reasonably request; (cd) assist the Series in any negotiations relating to its investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors and place orders for purchases and sales of portfolio investments for the Subject Assetsinvestments; (de) provide office space and office equipment and supplies (including telephone and other utility services), accounting and data processing equipment and necessary executive, legal, accounting, clerical and secretarial personnel for the administration of the affairs of the Series; (f) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, distributor, transfer agent or JHLICOany Sub-Investment Manager; (g) oversee, and use its best efforts to assure the performance of all the activities and services of any custodian, distributor, transfer agent or other similar agent retained by the Series; (h) value the assets and liabilities of the Series, compute the daily income, net asset value and yield of each Portfolio; and (ei) subject to its receipt supervise the activities of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICOeach Sub-Investment Manager. The Trust and JHLICO Series will provide timely information to IIA JHLICO regarding such matters as purchases and redemptions of shares with respect to the Subject Assets in each Portfolio and the cash requirements of, and cash available for investment in, the Subject Assetseach Portfolio, and all other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA JHLICO to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA RREEF will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO set forth in writing from the Subject Fund's current Prospectus and Statement of Additional Information. From time to time, JHLICO or the Trust may provide RREEF in writing (including, without limit, electronic communication) with additional or amended investment policies, guidelines and restrictions. IIA RREEF, as a sub-manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished in effect and provided to IIA by JHLICO in writing RREEF from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all each as delivered to IIA RREEF in writing by JHLICO or the Trust from time to time). IIA will have In the event that, in addition to RREEF, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that RREEF will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, RREEF acknowledges receipt of a copy of the Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as listed on Schedule II hereto and as in effect on the date of this Agreement. RREEF will, at its own expense: (a) upon request, advise the Trust Subject Fund in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust with research, economic and statistical data in connection with investments and investment policies for the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Assets; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, and a daily summary sufficient to verify trade data received by the custodian from third parties for each transaction effected for the Subject Assets; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written information on all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its RREEF's receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIARREEF's proxy voting policy as most recently provided to JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA RREEF will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Assets Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. RREEF will also make its personnel available in Boston or other reasonable locations as often as annually, and at reasonable times, to discuss the Subject Assets and RREEF's management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to RREEF regarding such matters as purchases and redemptions of shares in the Subject Fund and the cash requirements of, and cash available for investment in, the Subject Fund. JHLICO will timely provide RREEF with copies of monthly accounting statements for the Subject Fund, and such other information (including, without limitation, reports concerning the classification of portfolio securities for purposes of Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"), and Treasury Regulations Section 1. 817) as may be reasonably necessary or appropriate in order for RREEF to perform its responsibilities hereunder.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished established by the Series and JHMLICO and communicated to IIA by JHLICO Advisers in writing from writing. From time to time, JHMLICO or the Series shall promptly provide Advisers with any additional or amended investment policies, guidelines and restrictions in writing. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in effect and as communicated in writing to Advisers from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all instructions as may be delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Subject Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Subject Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific written instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Sub-Manager will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA Sub-Manager by JHLICO JHMLICO in writing from time to time. IIA Sub-Manager will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the TrustSeries, JHLICO JHMLICO and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA Sub-Manager by JHLICO JHMLICO in writing from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA Sub-Manager in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA Sub-Manager will have investment discretion with respect to the Subject Assets Portfolio and will, at its own expense: (a) upon request, advise the Trust Series in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets Portfolio and furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets Portfolio's securities as the Trust's Series' Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, transfer agent or JHLICOJHMLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject FundPortfolio, vote, or cause to be voted, vote any or all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIASub-Manager's proxy voting policy as most recently provided to JHLICOJHMLICO. The Trust Series and JHLICO JHMLICO will provide timely information to IIA the Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Subject AssetsPortfolio, and all information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA the Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA the Sub-Manager will apprise JHLICO JHMLICO and the Trust Series of important developments materially affecting the Subject Assets Portfolio and will furnish JHLICO JHMLICO and the Trust's Series' Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA JHMLICO will provide for such portion of to the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolios a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO in writing from time to timethe Series. IIA JHMLICO will manage the investment and reinvestment of the assets in the Subject AssetsPortfolios, and perform the other functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO Series and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations regulations) or any directions or instructions, all as instructions delivered to IIA JHMLICO in writing by JHLICO or the Trust Series from time to time). IIA will have investment discretion JHMLICO will, with respect to the Subject Assets Portfolios, and will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust Series with research, economic and statistical data in connection with the Series' investments and investment policies for the Subject Assetspolicies; (b) provide administration of the day to day operations of the Series; (c) submit such reports relating to the valuation of the Subject Assets Series' securities as the Trust's its Board of Trustees may reasonably request; (cd) assist the Series in any negotiations relating to its investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors and place orders for purchases and sales of portfolio investments for the Subject Assetsinvestments; (de) provide office space and office equipment and supplies (including telephone and other utility services), accounting and data processing equipment and necessary executive, legal, accounting, clerical and secretarial personnel for the administration of the affairs of the Series; (f) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, transfer agent or JHLICOany Sub-Investment Manager; (g) oversee, and use its best efforts to assure the performance of all the activities and services of any custodian, transfer agent other similar agent retained by the Series; (h) value the assets and liabilities of the Series, compute the daily income, net asset value and yield of each Portfolio; (i) pay the charges and expenses of independent counsel and any other independent agents routinely retained by the Series; and (ej) subject to its receipt supervise the activities of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICOeach Sub-Investment Manager. The Trust and JHLICO Series will provide timely information to IIA JHMLICO regarding such matters as purchases and redemptions of shares with respect to the Subject Assets in each Portfolio and the cash requirements of, and cash available for investment in, the Subject Assetseach Portfolio, and all other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA JHMLICO to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Sub-Manager will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment objectives, policies, objectives guidelines and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Sub-Manager with additional or amended investment policies, guidelines and restrictions. IIA Sub-Manager, as sub-investment manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, (i) subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andand (ii) consistent with the applicable investment objectives, as in effect from time to timepolicies, guidelines and restrictions, the provisions of the Trust's Declaration of Trust, BylawsBy-laws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable regulations. In the event that, in addition to Sub-Manager, other investment restrictions imposed advisers or sub-managers are appointed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA in writing by JHLICO or the Trust from time or JHLICO to time)render investment advisory services to the Subject Fund, JHLICO and the Trust each acknowledges and agrees that Sub-Manager will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. IIA will The Sub-Manager shall have investment discretion no responsibility under this Agreement with respect to the management of assets of the Trust other than the Subject Assets Assets. By its signature below, Sub-Manager acknowledges receipt of a copy of the Trust's Declaration of Trust, By-laws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Sub-Manager will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with the investments and investment policies for of the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably requestrequest in order to assist the custodian in its determination of the market value of the Subject Assets; (c) place orders for purchases purchases, exchanges and sales of portfolio investments for the Subject Assets and, in connection therewith, execute any and all documents as attorney-in-fact for the Subject Fund as may reasonably be necessary, desirable, or convenient and consistent with the investment objectives, policies, guidelines and restrictions of said Fund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (de) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at or prior to the close of business each day, provide the custodian and JHLICO's Fund Operations unit with trade information for each transaction effected for the Subject Assets, and promptly provide to the custodian information on all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with information on all transactions effected for the Subject Assets during the month, a summary listing all investments comprising the Subject Assets as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIASub-Manager's proxy voting policy as most recently provided to JHLICO. On its own initiative, Sub-Manager will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. An account manager of Sub-Manager assigned to this relationship shall be available to meet in Boston, Massachusetts or other reasonable locations as often as quarterly to discuss the Subject Assets and Sub-Manager's management thereof and shall make the portfolio manager responsible for management of the Subject Assets (or in his absence, a member of Sub-Manager's portfolio management team familiar with Subject Fund and the Subject Assets) available to meet on an annual basis in Boston, Massachusetts. Sub-Manager will also make qualified personnel available in Boston or other reasonable locations upon reasonable request to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may request. The Trust and JHLICO will provide timely information to IIA Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Subject Assets. JHLICO will timely provide Sub-Manager with monthly accounting statements for the Subject Assets, and all such other information (including, without limitation, reports concerning the classification of Subject Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio. IIA, as furnished to IIA by JHLICO in writing from time to time. IIA Sub-Manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the TrustSeries, JHLICO JHMLICO and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to the Subject Assets and will, at its own expense: (a) upon request, advise the Trust Series in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets as Portfolio's securities at the Trust's Series' Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, Series' custodian transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICOJHMLICO. The Trust Series and JHLICO JHMLICO will provide timely information to IIA the Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Subject AssetsPortfolio, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA the Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA the Sub-Manager will apprise JHLICO JHMLICO and the Trust Series of important developments materially affecting the Subject Assets Portfolio and will furnish JHLICO JHMLICO and the Trust's Series' Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the each Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Advisers in writing (including, without limit, electronic communication) with additional or amended investment policies, procedures, guidelines and restrictions with the opportunity for prior review by Advisers. IIA Advisers, as Sub-Manager, will use due care to manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), provisions of the 1940 Act and all other applicable laws and regulations deemed to be Sub-Advisers' duty under the Subject Funds' compliance manual and procedures (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust from time to time)) as is mutually agreed to from time to time, such agreement not to be unreasonably withheld. IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for including , without limit, investment policy decisions to be made by the Trust's Board of Trustees or any committee thereof regarding the Subject AssetsFund; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to reasonably assist the custodian in its determination of the market value of securities held in the Subject Fund; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsFund; (d) give instructions to the Subject Funds' custodian concerning the delivery of securities and transfer of cash for the Subject Funds; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Funds, and promptly forward to the extent not maintained by the Trust's custodian, transfer agent custodian copies of all brokerage or JHLICO; anddealer confirmations; (eg) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Funds during the month, a summary listing all investments held in the Subject Funds as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Funds; (h) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Funds in accordance with IIA's Advisers' proxy voting policy as most recently provided supplied to JHLICO, or in such other manner as JHLICO and Advisers may reasonably agree upon from time to time; and (i) provide timely information to JHLICO and the Trust concerning Advisers and its activities hereunder in connection with the Subject Funds to assure accurate disclosure of such matters (including information necessary to make the statements not misleading) in any Prospectus, Statement of Additional Information or registration statement of the Trust or JHLICO, or in any sales literature or materials for the sale or distribution of the Trust's shares, it being understood that JHLICO and the Trust shall otherwise be solely responsible for the accuracy of such documents. On its own initiative, Advisers will apprise JHLICO and the Trust of important economic developments materially affecting the marketplace or the Subject Funds, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Funds and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto (in such manner and format as the parties reasonably agree upon from time to time), and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Funds and the cash requirements of, and cash available for investment in, the Subject AssetsFunds. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject Funds, and all such other information (including, without limitation, reports concerning the classification of Fund portfolio securities of the Subject Funds for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and Advisers shall have no duty or obligation to the Trust of important developments materially affecting the Subject Assets or to JHLICO, and will furnish JHLICO and the Trust's Board of Trustees from time shall not be expected or responsible to time such information perform any service or function with respect thereto, except as is appropriate for expressly stated in this purposeAgreement.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers, in writing, with additional or amended investment policies, guidelines and restrictions; provided that no such additional or amended investment policies, guidelines or restrictions shall be binding on Advisers until actually received by Advisers. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to timetime and as provided in writing to Advisers by JHMLICO or the Series), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust Series with research, economic and statistical data in connection with the Subject Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. Upon request and as mutually agreed, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund. Advisers, as furnished to IIA by JHLICO in writing from time to time. IIA Sub-Manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the TrustSeries, JHLICO and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust Series from time to time). IIA will have investment discretion with respect to the Subject Assets and Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon request, furnish the Trust Series with research, economic and statistical data in connection with said Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets Fund's securities as the Trust's Series' Board of Trustees may reasonably request; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsFund; (d) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, transfer agent or JHLICO; and (e) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or all proxies with respect to the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICO. The Trust Series and JHLICO will provide timely information to IIA the Sub-Manager regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Subject AssetsFund, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA the Sub-Manager to perform its responsibilities hereunder. On its own initiative, IIA the Sub-Manager will apprise JHLICO and the Trust Series of important developments materially affecting the Subject Assets Fund and will furnish JHLICO and the Trust's Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will not consult with any other sub-manager to the Subject Fund or to any other Fund of the Series concerning transactions of the Subject Fund in securities or other assets, except as such consultations may be reasonably necessary in order to ensure compliance with paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished established by the Trust and JHLICO and communicated to IIA by JHLICO Advisers in writing from writing. From time to time, JHLICO or the Trust shall promptly provide Advisers with any additional or amended investment policies, guidelines and restrictions in writing. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's ' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in effect and as communicated in writing to Advisers from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all instructions as may be delivered to IIA Advisers in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Trust' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon request, furnish the Trust with research, economic and statistical data in connection with said Subject Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's ' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Fund; (c) place orders for purchases and sales of portfolio Fund investments for the Subject AssetsFund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Fund, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Subject Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) subject although it is not expected that the management of the Subject Fund will require the review and voting of proxies, in the event that a proxy vote is required with respect to its receipt an investment of the Subject Fund and JHLICO has provided in a timely manner all necessary voting materialsmaterials , in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or Advisers will vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICO, unless JHLICO has provided specific written instructions, upon reasonable notice to Advisers, that it or the Trust is reserving voting discretion. On its own initiative, Advisers will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Fund, and will furnish JHLICO and the Trust' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Fund and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Fund. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsFund, and all such other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Sub-Advisor will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment objectives, policies, objectives guidelines and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Sub-Advisor with additional or amended investment policies, guidelines and restrictions. IIA Sub-Advisor, as sub-investment manager, will manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, (i) subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andand (ii) consistent with the applicable investment objectives, as in effect from time to timepolicies, guidelines and restrictions, the provisions of the Trust's Declaration of Trust, BylawsBy-laws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable regulations. In the event that, in addition to Sub-Advisor, other investment restrictions imposed advisers or sub-managers are appointed by state insurance laws and regulations or any directions or instructions, all as delivered to IIA in writing by JHLICO or the Trust from time or JHLICO to time). IIA will have render investment discretion with respect advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that Sub-Advisor will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, Sub-Advisor acknowledges receipt of a copy of the Trust's Declaration of Trust, By-laws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Sub-Advisor will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with the investments and investment policies for of the Subject Assets; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably requestrequest in order to assist the custodian in its determination of the market value of the Subject Assets; (c) place orders for purchases purchases, exchanges and sales of portfolio investments for the Subject Assets and, in connection therewith, execute any and all documents as attorney-in-fact for the Subject Fund as may reasonably be necessary, desirable, or convenient and consistent with the investment objectives, policies, guidelines and restrictions of said Fund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (de) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at or prior to the close of business each day, provide the custodian and JHLICO's Fund Operations unit with trade information for each transaction effected for the Subject Assets, and promptly provide to the custodian information on all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with information on all transactions effected for the Subject Assets during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIASub-Advisor's proxy voting policy as most recently provided to JHLICO. On its own initiative, Sub-Advisor will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. An account manager of Sub-Advisor assigned to this relationship shall be available to meet in Boston, Massachusetts or other reasonable locations as often as quarterly to discuss the Subject Assets and Sub-Advisor's management thereof and shall make the portfolio manager responsible for management of the Subject Assets (or in his absence, a member of Sub-Advisor's portfolio management team familiar with Subject Fund and the Subject Assets) available to meet on an annual basis in Boston, Massachusetts. Sub-Advisor will also make qualified personnel available in Boston or other reasonable locations upon reasonable request to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may request. The Trust and JHLICO will provide timely information to IIA Sub-Advisor regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Subject Assets. JHLICO will timely provide Sub-Advisor with monthly accounting statements for the Subject Assets, and all such other information (including, without limitation, reports concerning the classification of Subject Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Sub-Advisor to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA JHMLICO will provide for such portion of to the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolios a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA by JHLICO in writing from time to timethe Series. IIA JHMLICO will manage the investment and reinvestment of the assets in the Subject AssetsPortfolios, and perform the other functions set forth below, subject to the overall supervision, direction, control and review of the Board of Trustees of the Trust, JHLICO Series and, as in effect from time to time, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all as furnished to IIA by JHLICO in writing from time to time)information, the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations regulations) or any directions or instructions, all as instructions delivered to IIA JHMLICO in writing by JHLICO or the Trust Series from time to time). IIA will have investment discretion Except to the extent that the Board of Trustees approves performance of any of the following functions by any custodian, transfer agent, independent counsel, or other independent agent, JHMLICO will, with respect to the Subject Assets and will, at its own expensePortfolios: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and and, upon request, furnish the Trust Series with research, economic and statistical data in connection with the Series' investments and investment policies for the Subject Assetspolicies; (b) provide administration of the day to day operations of the Series; (c) submit such reports relating to the valuation of the Subject Assets Series' securities as the Trust's its Board of Trustees may reasonably request; (cd) assist the Series in any negotiations relating to its investments with issuers, investment banking firms, securities brokers or dealers and other institutions or investors and place orders for purchases and sales of portfolio investments for the Subject Assetsinvestments; (de) provide office space and office equipment and supplies (including telephone and other utility services), accounting and data processing equipment and necessary executive, legal, accounting, clerical and secretarial personnel for the administration of the affairs of the Series; (f) maintain and preserve the records relating to its activities hereunder, including those records required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's Series' custodian, distributor, transfer agent or JHLICO; andany Sub-Investment Manager; (eg) subject oversee, and use its best efforts to its receipt assure the performance of all necessary voting materialsthe activities and services of any custodian, in its discretiondistributor, as it deems advisable in transfer agent or other similar agent retained by the best interests Series; (h) value the assets and liabilities of the Subject FundSeries, votecompute the daily income, or cause to be voted, any or all proxies with respect to net asset value and yield of each Portfolio; and (i) supervise the Subject Assets in accordance with IIA's proxy voting policy as most recently provided to JHLICOactivities of each Sub-Investment Manager. The Trust and JHLICO Series will provide timely information to IIA JHMLICO regarding such matters as purchases and redemptions of shares with respect to the Subject Assets in each Portfolio and the cash requirements of, and cash available for investment in, the Subject Assetseach Portfolio, and all other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA JHMLICO to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished established by the Trust and JHLICO and communicated to IIA by JHLICO Advisers in writing from writing. From time to time, JHLICO or the Trust shall promptly provide Advisers with any additional or amended investment policies, guidelines and restrictions in writing. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in effect and as communicated in writing to Advisers from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all instructions as may be delivered to IIA Advisers in writing by JHLICO or the Trust from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon request, furnish the Trust with research, economic and statistical data in connection with said Subject Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Fund; (c) place orders for purchases and sales of portfolio Fund investments for the Subject AssetsFund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Fund, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Subject Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) subject although it is not expected that the management of the Subject Fund will require the review and voting of proxies, in the event that a proxy vote is required with respect to its receipt an investment of the Subject Fund and JHLICO has provided in a timely manner all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or Advisers will vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICO, unless JHLICO has provided specific written instructions, upon reasonable notice to Advisers, that it or the Trust is reserving voting discretion. On its own initiative, Advisers will apprise JHLICO and the Trust of important political and economic developments materially affecting the marketplace or the Subject Fund, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Fund and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto, and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Fund. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsFund, and all such other information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Portfolio a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said FundPortfolio, as furnished to IIA established by JHLICO in writing from the Series and JHMLICO. From time to time, JHMLICO or the Series may provide Advisers with additional or amended investment policies, guidelines and restrictions. IIA Advisers, as sub-manager, will manage the investment and reinvestment of the assets in the Subject AssetsPortfolio, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHMLICO and the Board of Trustees of the TrustSeries, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Series' Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO JHMLICO or the Trust Series from time to time). IIA will have investment discretion with respect to By its signature below, Advisers acknowledges receipt of a copy of the Subject Assets Series' Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust Series in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Portfolio and, upon reasonable request, furnish the Trust Series with research, economic and statistical data in connection with said Portfolio's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to and information as JHMLICO or the valuation of the Subject Assets as the Trust's Series' Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Portfolio; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsPortfolio; (d) give instructions to the Subject Portfolio's custodian concerning the delivery of securities and transfer of cash for the Subject Portfolio; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the TrustSeries, to the extent not maintained by the Trust's custodian, transfer agent or JHLICOJHMLICO; (f) at the close of business each day, provide JHMLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Portfolio, and promptly forward to the custodian copies of all brokerage or dealer confirmations; (g) as soon as practicable following the end of each calendar month, provide JHMLICO with written statements showing all transactions effected for the Subject Portfolio during the month, a summary listing all investments held in such Portfolio as of the last day of the month, and such other information as JHMLICO may reasonably request in connection with the accounting services that JHMLICO provides for the Subject Portfolio; and (eh) absent specific instructions to the contrary provided to it by JHMLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Portfolio in accordance with IIA's Advisers' proxy voting policy as most recently provided to JHLICOJHMLICO. On its own initiative, Advisers will apprise JHMLICO and the Series of important political and economic developments materially affecting the marketplace or the Subject Portfolio, and will furnish JHMLICO and the Series' Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Portfolio and Advisers' management thereof, to educate JHMLICO sales personnel with respect thereto, and for such other purposes as the Series or JHMLICO may reasonably request. The Trust Series and JHLICO JHMLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Portfolio and the cash requirements of, and cash available for investment in, the Portfolio. JHMLICO will timely provide Advisers with copies of monthly accounting statements for the Subject AssetsPortfolio, and all such other information (including, without limitation, reports concerning the classification of Fund Portfolio securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and the Trust of important developments materially affecting the Subject Assets and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Goldman Sachs will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") Fund a continuing and continxxxx xxd suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Goldman Sachs with additional or amended investment polixxxx, xuxxxxxnes and restrictions. IIA Goldman Sachs, as sub-manager, will manage the investment and reinvestment investmenx xxx xeinvestment of the assets in the Subject AssetsFund, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), the 1940 Act and all other applicable laws and regulations (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Goldman Sachs in writing by JHLICO or the Trust from time to timetimx xx xxmx). IIA will have investment discretion with respect to Xy its signature below, Goldman Sachs acknowledges receipt of a copy of the Subject Assets Trusx'x Xxxlaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Goldman Sachs will, at its own expense: (a) upon request, advise the Trust adxxxx xxe Xxxxt in connection with investment policy decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and Fund and, upon reasonable request, furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for the Subject Assetspolicies; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to assist the custodian in its determination of the market value of securities held in the Subject Fund; (c) place orders for purchases and sales of portfolio investments for the Subject AssetsFund; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Fund; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust, to the extent not maintained by the Trust's custodian, transfer agent or JHLICO; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets, electronic access to trade records, or other means to verify trade data received by the custodian from third parties for each transaction effected for the Subject Fund; (g) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Fund during the month, a summary listing all investments held in such Fund as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; and (eh) absent specific instructions to the contrary provided to it by JHLICO and subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets Fund in accordance with IIA's Goldman Sachs' proxy voting policy as most recently provided to provxxxx xx JHLICO. The Trust and JHLICO will provide timely information to IIA regarding such matters as purchases and redemptions of shares with respect to the Subject Assets and the cash requirements of, and cash available for investment in, the Subject Assets, and all information (including, without limitation, reports concerning the classification of Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA to perform its responsibilities hereunder. On its own initiative, IIA Goldman Sachs will apprise JHLICO and the Trust of important imporxxxx xxlxxxxxl and economic developments materially affecting the marketplace or the Subject Assets Fund, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose.this

PROVISION OF INVESTMENT MANAGEMENT SERVICES. IIA Advisers will provide for such portion of the Subject Fund's assets as may be designated to it by JHLICO from time to time (the "Subject Assets") a continuing and suitable investment program consistent with the investment policies, objectives and restrictions of said Fund, as furnished to IIA established by JHLICO in writing from the Trust and JHLICO. From time to time, JHLICO or the Trust may provide Advisers in writing (including, without limit, electronic communication) with additional or amended investment policies, procedures, guidelines and restrictions with the opportunity for prior review by Advisers. IIA Advisers, as a sub-manager, will use due care to manage the investment and reinvestment of the the Subject Assets, and perform the functions set forth below, subject to the overall supervision, direction, control and review of JHLICO and the Board of Trustees of the Trust, JHLICO andconsistent with the applicable investment policies, as in effect from time to timeguidelines and restrictions, the provisions of the Trust's Declaration of Trust, Bylaws, prospectus, statement of additional information (all each as furnished to IIA by JHLICO in writing effect from time to time), provisions of the 1940 Act and all other applicable laws and regulations deemed to be Sub-Advisers' duty under the Subject Funds' compliance manual and procedures (including any applicable investment restrictions imposed by state insurance laws and regulations or any directions or instructions, all as instructions delivered to IIA Advisers in writing by JHLICO or the Trust from time to time)) as is mutually agreed to from time to time, such agreement not to be unreasonably withheld. IIA will have In the event that, in addition to Advisers, other investment discretion with respect advisers or sub-managers are appointed by the Trust or JHLICO to render investment advisory services to the Subject Assets Fund, JHLICO and the Trust each acknowledges and agrees that Advisers will not be held responsible for such other investment advisers' or sub-managers' compliance with policies and limitations applicable to the Subject Fund. By its signature below, Advisers acknowledges receipt of a copy of the Trust's Declaration of Trust, Bylaws, prospectus, and statement of additional information, each as in effect on the date of this Agreement. Advisers will, at its own expense: (a) upon request, advise the Trust in connection with investment decisions to be made by its Board of Trustees or any committee thereof regarding the Subject Assets and furnish the Trust with research, economic and statistical data in connection with said Fund's investments and investment policies for including , without limit, investment policy decisions to be made by the Trust's Board of Trustees or any committee thereof regarding the Subject AssetsFund; (b) submit such reports relating to the valuation of the Subject Assets and information as JHLICO or the Trust's Board of Trustees may reasonably request, to reasonably assist the custodian in its determination of the market value of securities held in the Subject Assets; (c) place orders for purchases and sales of portfolio investments for the Subject Assets; (d) give instructions to the Subject Fund's custodian concerning the delivery of securities and transfer of cash for the Subject Assets; (e) maintain and preserve the records relating to its activities hereunder, including those records hereunder required by the 1940 Act to be maintained by it and preserved by the Trust; (f) at the close of business each day, provide JHLICO and the custodian with copies of trade tickets for each transaction effected for the Subject Assets, and promptly forward to the extent not maintained by the Trust's custodian, transfer agent custodian copies of all brokerage or JHLICO; anddealer confirmations; (eg) as soon as practicable following the end of each calendar month, provide JHLICO with written statements showing all transactions effected for the Subject Assets during the month, a summary listing all investments held in the Subject Assets as of the last day of the month, and such other information as JHLICO may reasonably request in connection with the accounting services that JHLICO provides for the Subject Fund; (h) subject to its receipt of all necessary voting materials, in its discretion, as it deems advisable in the best interests of the Subject Fund, vote, or cause to be voted, any or vote all proxies with respect to investments of the Subject Assets in accordance with IIA's Advisers' proxy voting policy as most recently provided supplied to JHLICO, or in such other manner as JHLICO and Advisers may reasonably agree upon from time to time; and (i) provide timely information to JHLICO and the Trust concerning Advisers and its activities hereunder in connection with the Subject Assets to assure accurate disclosure of such matters (or information necessary to make the statements not misleading) in any Prospectus, Statement of Additional Information or registration statement of the Trust or JHLICO, or in any sales literature or materials for the sale or distribution of the Trust's shares, it being understood that JHLICO and the Trust shall otherwise be solely responsible for the accuracy of such documents. On its own initiative, Advisers will apprise JHLICO and the Trust of important economic developments materially affecting the marketplace or the Subject Assets, and will furnish JHLICO and the Trust's Board of Trustees from time to time such information as is appropriate for this purpose. Advisers will also make its personnel available in Boston or other reasonable locations as often as quarterly to discuss the Subject Assets and Advisers' management thereof, to educate JHLICO sales personnel with respect thereto (in such manner and format as the parties reasonably agree upon from time to time), and for such other purposes as the Trust or JHLICO may reasonably request. The Trust and JHLICO will provide timely information to IIA Advisers regarding such matters as purchases and redemptions of shares with respect to in the Subject Assets Fund and the cash requirements of, and cash available for investment in, the Subject AssetsFund. JHLICO will timely provide Advisers with copies of monthly accounting statements for the Subject Fund, and all such other information (including, without limitation, reports concerning the classification of portfolio securities of the Subject Fund securities for purposes of Subchapter M of the Internal Revenue Code and Treasury Regulations Section 1.817) as may be reasonably necessary or appropriate in order for IIA Advisers to perform its responsibilities hereunder. On its own initiative, IIA will apprise JHLICO and Advisers shall have no duty or obligation to the Trust of important developments materially affecting the Subject Assets or to JHLICO, and will furnish JHLICO and the Trust's Board of Trustees from time shall not be expected or responsible to time such information perform any service or function with respect thereto, except as is appropriate for expressly stated in this purposeAgreement.