Common use of Services as Sub-Adviser Clause in Contracts

Services as Sub-Adviser. Subject to the supervision, direction and approval of the Board and TAMIC, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in its view, the sale and reinvestment of the Portfolio's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMIC, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the Portfolio; (b) manage the Portfolio's assets in accordance with the Portfolio's investment objective(s) and policies as stated in the Prospectus and the SAI; (c) make investment decisions for the Portfolio; (d) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the Portfolio; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); (g) employ professional portfolio managers and securities analysts who provide research services to the Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute trades, and in general take such action as is appropriate to effectively manage the Portfolio's investment practices. In addition, (i) the Sub-Adviser shall furnish TAMIC daily information concerning portfolio transactions and quarterly and annual reports concerning transactions and performance of the Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the Portfolio and discuss the management of it with TAMIC and Board as either or both shall from time to time reasonably request.

Services as Sub-Adviser. (a) Subject to the supervision, direction and approval of the Board and TAMICthe Manager, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in its viewthe view of the Sub-Adviser, the sale and reinvestment of the each Portfolio's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMICthe Manager, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the Portfolio; (bi) manage the each Portfolio's assets in accordance with the Portfolio's investment objective(s) and policies as stated in the Prospectus and the SAIStatement; (cii) make investment decisions for the each Portfolio; (diii) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the each Portfolio; and (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); (giv) employ professional portfolio managers and securities analysts who provide research services to the each Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute tradesnot be responsible for the administrative affairs of the Fund, including, but not limited to, accounting for and in general take such action pricing of the Portfolios. The Sub-Adviser shall furnish the custodian and portfolio accounting agent with daily information as is appropriate reasonably necessary to effectively manage enable the Portfolio's investment practicescustodian and portfolio accounting agent to perform administrative and record keeping responsibilities. In addition, (i) the Sub-Adviser shall furnish TAMIC daily information concerning portfolio transactions and the Manager with quarterly and annual reports concerning transactions and performance of the each Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the each Portfolio and discuss the management of it with TAMIC and Board as either or both shall from time to time with the Manager and the Board. (b) Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of a Portfolio may be invested. (c) The Sub-Adviser shall maintain and preserve such records related to each Portfolio's transactions as are required of a Sub-Adviser under the Investment Advisers Act of 1940, as amended. The Sub-Adviser shall timely furnish to the Manager all information relating to the Sub-Adviser's services hereunder reasonably requested by the Manager to keep and preserve the books and records of each Portfolio. The Sub-Adviser will promptly supply to the Manager copies of any of such records upon request.

Services as Sub-Adviser. (a) Subject to the supervision, direction and approval of the Board and TAMICthe Adviser, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in its viewthe view of the Sub-Adviser, the sale and reinvestment of the each Portfolio's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMICthe Adviser, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the Portfolio; (bi) manage the each Portfolio's assets in accordance with the Portfolio's investment objective(s) and policies as stated in the Prospectus and the SAIStatement; (cii) make investment decisions for the each Portfolio; (diii) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the each Portfolio; and (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); (giv) employ professional portfolio managers and securities analysts who provide research services to the each Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute tradesnot be responsible for the administrative affairs of the Fund, including, but not limited to, accounting for and pricing of the Portfolios. The Sub-Adviser will use its best efforts to manage each Portfolio so that it complies with the provisions of Section 817(h) of the Internal Revenue Code of 1986, as amended, as applicable to the Fund. The Adviser acknowledges and agrees that the Sub-Adviser's compliance with its obligations in general take the immediately preceding sentence will be based on information supplied by the Adviser including, but not limited to, portfolio lot level realized and unrealized gain/loss allocation information. The Adviser agrees to supply all such action as is appropriate to effectively manage the Portfolio's investment practicesinformation on a timely basis. In addition, (i) the Sub-Adviser shall furnish TAMIC the Adviser daily information concerning portfolio transactions and monthly, quarterly and annual reports concerning transactions and performance of the each Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the each Portfolio and discuss the management of it with TAMIC and Board as either or both shall from time to time with the Adviser and the Board. (b) Unless the Adviser gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of a Portfolio may be invested. (c) The Sub-Adviser shall maintain and preserve such records related to each Portfolio's transactions as are required of a Sub-Adviser under the Investment Advisers Act of 1940, as amended. The Sub-Adviser shall timely furnish to the Adviser all information relating to the Sub-Adviser's services hereunder reasonably requested by the Adviser to keep and preserve the books and records of each Portfolio. The Sub-Adviser will promptly supply to the Adviser copies of any of such records upon request.

Services as Sub-Adviser. Subject to the supervision, direction general oversight and approval supervision of the Adviser and the Board and TAMICof Trustees of the Trust, the Adviser employs Sub-Adviser to (a) manage the investment and reinvestment of the Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of the Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Fund; (d) provide the Adviser and the Trust with records concerning Sub-Adviser’s activities which the Trust is required to maintain, and (e) render regular reports to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser ’s discharge of the foregoing responsibilities. Sub-Adviser shall conduct a continual program of investmentdischarge the foregoing responsibilities, evaluation and, if appropriate in its view, subject to the sale Adviser’s oversight and reinvestment supervision and the control of the Portfolio's assetsofficers and the Trustees of the Trust and in compliance with (a) such policies as the Trustees may from time to time establish, (b) the objectives, policies, strategies, and limitations for the Fund as set forth in the Trust’s then-current registration statement, as amended from time to time, and (c) applicable laws and regulations. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMIC, to: shall (a) obtain oversee the placement of purchase and evaluate pertinent economic, financial, and other information affecting sale orders on behalf of the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the PortfolioFund; (b) manage maintain books and records with respect to the Portfolio's Fund’s securities transactions; (c) instruct the Trust’s Custodian(s) to hold and/or transfer the Fund’s assets in accordance with Proper Instructions received from the Portfolio's investment objective(sSub-Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) and policies as stated specified in the Prospectus applicable agreement(s) between the Trust and the SAI; (cits custodians.) make investment decisions for the Portfolio; (d) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the Portfolio; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents will not be responsible for Trust expenses except as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons specified in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); (g) employ professional portfolio managers and securities analysts who provide research services to the Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute trades, and in general take such action as is appropriate to effectively manage the Portfolio's investment practices. In addition, (i) the Sub-Adviser shall furnish TAMIC daily information concerning portfolio transactions and quarterly and annual reports concerning transactions and performance of the Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the Portfolio and discuss the management of it with TAMIC and Board as either or both shall from time to time reasonably requestAgreement.

Services as Sub-Adviser. Subject to the supervision, direction and approval of the Board and TAMIC, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in its view, the sale and reinvestment of the PortfolioAccount GIS's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMIC, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the PortfolioAccount GIS; (b) manage the PortfolioAccount GIS's assets in accordance with the PortfolioAccount GIS's investment objective(s) and policies as stated in the Prospectus and the SAI; (c) make investment decisions for the PortfolioAccount GIS; (d) place purchase and sale orders for portfolio transactions on behalf of the Portfolio Account GIS and manage otherwise uninvested cash assets of the PortfolioAccount GIS; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio Account GIS (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the TrustAccount GIS's agent and attorney-in-fact); (g) employ professional portfolio managers and securities analysts who provide research services to the PortfolioAccount GIS; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute trades, and in general take such action as is appropriate to effectively manage the PortfolioAccount GIS's investment practices. practices In addition, (i) the Sub-Adviser shall furnish TAMIC daily information concerning portfolio transactions and quarterly and annual reports concerning transactions and performance of the Portfolio Account GIS in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the Portfolio Account GIS and discuss the management of it with TAMIC and Board as either or both shall from time to time reasonably request.

Services as Sub-Adviser. Subject to the supervision, direction general oversight and approval supervision of the Adviser and the Board and TAMICof Trustees of the Trust, the Adviser employs Sub-Adviser to (a) manage the investment and reinvestment of each Fund’s assets and, with respect to such assets, to (b) continuously review, supervise, and administer the investment program of each Fund which is created by the Adviser; (c) determine, in Sub-Adviser’s discretion, the securities, instruments, agreements, and contracts to be purchased, sold or held by the Funds; (d) provide the Adviser and the Trust with records concerning Sub-Adviser’s activities which the Trust is required to maintain, and (e) render regular reports to the Adviser and to the Trust’s officers and Trustees concerning Sub-Adviser’s discharge of the foregoing responsibilities. Sub-Adviser shall conduct a continual program of investmentdischarge the foregoing responsibilities, evaluation and, if appropriate in its view, subject to the sale Adviser’s oversight and reinvestment supervision and the control of the Portfolio's assetsofficers and the Trustees of the Trust and in compliance with (a) such policies as the Trustees may from time to time establish, (b) the objectives, policies, strategies, and limitations for the Funds as set forth in the Trust’s then-current registration statement, as amended from time to time, and (c) applicable laws and regulations. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMIC, to: shall (a) obtain oversee the placement of purchase and evaluate pertinent economic, financial, and other information affecting sale orders on behalf of the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the PortfolioFunds; (b) manage maintain books and records with respect to each Fund’s securities transactions; (c) instruct the Portfolio's Trust’s Custodian(s) to hold and/or transfer each Fund’s assets in accordance with Proper Instructions received from the Portfolio's investment objective(sSub-Adviser. (For this purpose, the term “Proper Instructions” shall have the meaning(s) and policies as stated specified in the Prospectus applicable agreement(s) between the Trust and the SAI; (cits custodians.) make investment decisions for the Portfolio; (d) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the Portfolio; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents will not be responsible for Trust expenses except as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons specified in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); (g) employ professional portfolio managers and securities analysts who provide research services to the Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute trades, and in general take such action as is appropriate to effectively manage the Portfolio's investment practices. In addition, (i) the Sub-Adviser shall furnish TAMIC daily information concerning portfolio transactions and quarterly and annual reports concerning transactions and performance of the Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the Portfolio and discuss the management of it with TAMIC and Board as either or both shall from time to time reasonably requestAgreement.

Services as Sub-Adviser. Subject to the supervision, direction and approval of the Board and TAMIC, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in its view, the sale and reinvestment of the Portfolio's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMIC, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the Portfolio; (b) manage the Portfolio's assets in accordance with the Portfolio's investment objective(s) and policies as stated in the Prospectus and the SAI; (cb) make investment decisions for the Portfolio; (dc) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the Portfolio; (ed) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (fe) execute account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); and (gf) employ professional portfolio managers and securities analysts who provide research services to the Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute trades, and in general take such action as is appropriate to effectively manage the Portfolio's investment practices. In addition, (i) the Sub-Adviser shall furnish TAMIC or its designee (e.g., the custodian bank for the Portfolio) daily information concerning portfolio transactions and quarterly and annual periodic reports concerning transactions and performance of the Portfolio in such form as may be mutually agreed uponupon from time to time. In addition, and the Sub-Adviser agrees to review the performance of the services provided to the Portfolio pursuant to this Agreement and to discuss the management of it the Portfolio with TAMIC and the Board as either or both shall from time to time reasonably request.

Services as Sub-Adviser. (a) Subject to the supervision, direction and approval of the Board and TAMICthe Manager, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in its viewthe view of the Sub-Adviser, the sale and reinvestment of the each Portfolio's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMICthe Manager, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the Portfolio; (bi) manage the each Portfolio's assets in accordance with the Portfolio's investment objective(s) and policies as stated in the Prospectus and the SAIStatement; (cii) make investment decisions for the each Portfolio; (diii) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the each Portfolio; and (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents as the Sub-Adviser shall be requested by brokers, dealers, counterparties and other persons in connection with its management of the assets of the Portfolio (in such respect, and only for this limited purpose, the Sub-Adviser shall act as TAMIC's and the Trust's agent and attorney-in-fact); (giv) employ professional portfolio managers and securities analysts who provide research services to the each Portfolio; and (h) regularly report to TAMIC and to the Board with respect to its subadvisory activities. The Sub-Adviser shall execute tradesnot be responsible for the administrative affairs of the Fund, including, but not limited to, accounting for and in general take such action pricing of the Portfolios. The Sub-Adviser shall furnish the custodian and portfolio accounting agent with daily information as is appropriate reasonably necessary to effectively manage enable the Portfolio's investment practicescustodian and portfolio accounting agent to perform administrative and recordkeeping responsibilities. In addition, (i) the Sub-Adviser shall furnish TAMIC daily information concerning portfolio transactions and the Manager with quarterly and annual reports concerning transactions and performance of the each Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review the each Portfolio and discuss the management of it with TAMIC and Board as either or both shall from time to time with the Manager and the Board. (b) Unless the Manager gives the Sub-Adviser written instructions to the contrary, the Sub-Adviser shall use its good faith judgment in a manner which it reasonably believes best serves the interests of the Portfolio shareholders to vote or abstain from voting all proxies solicited by or with respect to the issuers of securities in which assets of a Portfolio may be invested (c) The Sub-Adviser shall maintain and preserve such records related to each Portfolio's transactions as are required of a Sub-Adviser under the Investment Advisers Act of 1940, as amended. The Sub-Adviser shall timely furnish to the Manager all information relating to the Sub-Adviser's services hereunder reasonably requested by the Manager to keep and preserve the books and records of each Portfolio. The request Sub-Adviser will promptly supply to the Manager copies of any of such records upon request.

Services as Sub-Adviser. Subject to the supervisionsupervision and direction of Advisers, direction the Sub-Adviser will act in accordance with the Investment Company Act of 1940 (the "1940 Act") and approval the Investment Advisers Act of 1940, as the same may be from time to time amended, and manage the Designated Securities in accordance with the governing documents of the Fund and as directed from time to time by the Fund’s Board and TAMICof Directors (the “Board”). In managing the Designated Securities, the Sub-Adviser shall conduct a continual program be responsible solely for determining whether the Fund shall hold or liquidate such securities, and for assisting the Advisers in gaining greater understanding of investment, evaluation and, if appropriate in its viewthese securities to enable the Advisers to assume management of any remaining Designated Securities after the termination of this Agreement no later than two years from the effective date of this Agreement. Once the Advisers provide identification of the Designated Securities to the Sub-Adviser, the sale and reinvestment of the Portfolio's assets. The Sub-Adviser is authorized, in its sole discretion and without prior consultation with TAMIC, to: (a) obtain and evaluate pertinent economic, financial, and other information affecting the economy generally and certain companies as such information relates to securities which are purchased for or considered for purchase in the Portfolio; (b) manage the Portfolio's assets in accordance with the Portfolio's investment objective(s) and policies as stated in the Prospectus and the SAI; (c) make investment decisions for the Portfolio; (d) place purchase and sale orders for portfolio transactions on behalf of the Portfolio and manage otherwise uninvested cash assets of the Portfolio; (e) price such Portfolio securities as TAMIC and Sub-Adviser shall mutually agree upon from time to time; (f) execute account documentation, agreements, contracts and other documents as will maintain limited supervisory authority over the Sub-Adviser with respect to such Designated Securities and the Sub-Adviser will have the sole discretion whether to sell or hold the Designated Securities; provided, however, that the Advisers shall be requested by brokers, dealers, counterparties assume sole responsibility for any proceeds received from the disposition of any Designated Security and other persons in connection with its may re-characterize any Designated Security such that the management of such security will become the assets sole responsibility of the Portfolio (in such respectAdvisers to manage. The Advisers, and only for however, shall have no authority to add securities to the Designated Securities list after the effective date of this limited purposeAgreement. For purposes of clarity, the Sub-Adviser shall act as TAMIC's and have no investment discretion over or otherwise affect the Trust's agent and attorneydecision-in-fact); (g) employ professional portfolio managers and securities analysts who provide research services to the Portfolio; and (h) regularly report to TAMIC and to the Board making with respect to its subadvisory activities. The Sub-Adviser any portion of the Fund’s assets other than the Designated Securities and shall execute tradeshave no ability to participate in any decision by the Advisers to invest the Fund’s assets in, and in general take such action as is appropriate to effectively manage or withdraw the Portfolio's Fund’s assets from, any private investment practices. In addition, (i) companies managed or advised by the Sub-Adviser or any of its affiliates (each, a “ WHM Hedge Fund ”); provided, however, that the Sub-Adviser and/or its affiliates shall furnish TAMIC daily information concerning portfolio transactions and quarterly and annual reports concerning transactions and performance have the same authority to determine whether to accept any investment by the Fund on behalf of a WHM Hedge Fund or cause the Portfolio Fund to withdraw from such WHM Hedge Fund applicable to any other investor in such form as may be mutually agreed upon, WHM Hedge Fund pursuant to such WHM Hedge Fund’s governing documents. The Advisers and the Fund are developing procedures to prevent the flow of information about prospective purchases and sales by the Advisers and the Sub-Adviser in their respective portions of the Fund (the “ Procedures ”). Sub-Adviser agrees to review comply with the Portfolio Procedures with respect to 1) portfolio transactions by the Advisers and discuss Sub-Adviser on behalf of the management of it with TAMIC Fund and Board 2) transactions by the Sub-Adviser as either or both shall from time to time reasonably requestthe portfolio manager for any WHM Hedge Fund in which the Fund is an investor. .