Common use of Services as Sub-Adviser Clause in Contracts

Services as Sub-Adviser. (i) The Sub-Adviser shall provide a model portfolio for the International Segment, containing the securities, investments or other assets to be purchased, held or sold and the weightings thereof in the International Segment. The model portfolio provided by the Sub-Adviser will comply with the Fund’s investment objectives and policies as stated in the Fund’s current Prospectus and Statement of Additional Information (the “Statement”). The Sub-Adviser will be deemed to have instructed the Manager to invest the Fund’s assets in the International Segment in accordance with the Sub-Adviser’s model. The Sub-Adviser employs professional portfolio managers and securities analysts who will provide investment advisory and research services to the International Segment. The Sub-Adviser shall make available certain of its personnel, including, but not limited to, portfolio managers, investment analysts and research staff, for periodic presentations to and/or consultations with the Manager or its designees (e.g., quarterly conference calls) and the Board regarding its investment instructions given pursuant to this paragraph 2(i), advice and investment style as well as discussions involving general market commentary and extraordinary market events and such additional services as may be agreed upon by the Manager and the Sub-Adviser from time to time. The Sub-Adviser agrees to review the International Segment and discuss the management of the International Segment with the Manager and the Board at such times as may be reasonably requested by the Manager or the Board. The Sub-Adviser will meet with third parties at the request of the Manager at such times as the Sub-Adviser and the Manager may agree in writing from time to time. The Manager shall furnish the Sub-Adviser reports concerning holdings and cash daily and transactions and performance of the International Segment at such times and in such form as may be mutually agreed upon. (ii) Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser shall not be obligated to and shall have no authority to render any advice or take any action with respect to legal proceedings with respect to portfolio securities or other investments held by the International Segment. Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser will be responsible for directing the Manager to vote proxies and to take action with respect to corporate action elections for proxies and corporate action information communicated by the Manager to the Sub-Adviser with respect to the securities held in the International Segment. (iii) The Sub-Adviser shall maintain and preserve such records related to the International Segment’s transactions as required under the Advisers Act and the 1940 Act as applicable. The Manager shall maintain and preserve all books and other records relating to the Fund as required under the 1940 Act. 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 the Fund. The Sub-Adviser shall also furnish to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Company with the Securities and Exchange Commission (“SEC”) or sent to shareholders under the 1940 Act and the rules thereunder. The Sub-Adviser agrees to surrender promptly to the Company copies of any records that it maintains for the Fund. (iv) The Sub-Adviser has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined by Rule 38a-1 under the 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (v) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Company. The Sub-Adviser has provided a certification to the Board that it has adopted procedures reasonably necessary to prevent Access Persons (as such term is defined in Rule 17j-1) from violating the Sub-Adviser’s Code of Ethics. The Sub-Adviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vi) When providing investment instructions with respect to securities or other assets for the International Segment with any adviser to any other fund under common control with the Fund, the Sub-Adviser or any of its affiliated persons will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b) under the 0000 Xxx) with such other adviser. (vii) The Sub-Adviser will provide reasonable assistance to the Company’s Pricing Committee and the Manager’s Valuation Committee in determining or confirming, consistent with the procedures and policies stated in the Fund’s Prospectus and Statement, the value of any portfolio securities or other assets of the Fund for which the Company’s Pricing Committee or the Manager’s Valuation Committee seek assistance from or identify for review by the Sub-Adviser, and will use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the International Segment for which market prices are not readily available; (viii) The Sub-Adviser will cooperate with and provide reasonable assistance to the Manager, the Fund’s custodian and foreign custodians, the Company’s transfer agent and all other agents and representatives of the Company and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (ix) The Sub-Adviser will review written communications to Fund shareholders relating to the International Segment and the Sub-Adviser’s services hereunder, including shareholder reports. (x) The Sub-Adviser agrees that at least annually it shall prepare and furnish to the Manager and the Board a dispersion analysis, in a format acceptable to the Manager and the Board, comparing the performance of the International Segment with the performance of the other accounts managed by the Sub-Adviser that follow substantially similar investment objectives, restrictions and strategies, including discretionary investment management accounts. (xi) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Company’s Charter, as the same may be hereafter modified and/or amended from time to time (the “Charter”); (b) the Company’s By-Laws, as the same may be hereafter modified and/or amended from time to time (the “By-Laws”); (c) the currently effective Prospectus and Statement as filed with the SEC and delivered to the Sub-Adviser, as the same may hereafter be modified, amended and/or supplemented; (d) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund; (e) the Company’s compliance procedures and other policies and procedures adopted from time to time by the Board; and (f) the written instructions of the Manager that do not conflict with the terms hereof. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Charter, By-Laws, Prospectus and Statement, compliance procedures and other relevant policies and procedures that are adopted by the Board. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Sub-Adviser agrees to review the Prospectus and the Statement as filed with the SEC and at least annually thereafter to assure that the description therein of the investment policies and strategies followed by the Sub-Adviser in providing services hereunder for the International Segment is consistent with the policies and strategies the Sub-Adviser uses or intends to use upon the Manager’s request, which request shall be inferred by the delivery of the Prospectus and Statement by the Manager to the Sub-Adviser, and the Manager agrees to provide a reasonable time period for the Sub-Adviser’s review. (xii) The Manager, and not the Sub-Adviser, shall select brokers and dealers and place all purchase and sale orders for portfolio transactions on behalf of the Fund in its discretion. In executing transactions for the Fund, selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc.) and negotiating any brokerage commission rates, the Manager will use its best efforts to seek the best overall terms available. The Sub-Adviser shall cooperate with the Manager with respect to the Manager’s provision of portfolio implementation and coordination services for the International Segment, including implementation by the Manager of instructions furnished to the Manager by the Sub-Adviser concerning the securities to be purchased, held or sold for the International Segment. (xiii) The Company understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Company has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Company recognizes that in some cases this procedure may adversely affect the size of the position or the prices obtainable for the Fund. The Sub-Adviser agrees that its trading procedures will, in the good faith belief of the Sub-Adviser, be fair and equitable for the Fund and the Sub-Adviser’s other clients; however, the Manager and the Company recognize that from time to time the Sub-Adviser may place trades with broker-dealers for other clients that will be executed ahead of investment instructions sent to the Manager. In addition, the Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliated person of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

Services as Sub-Adviser. (i) The Sub-Adviser shall will provide investment advisory and portfolio management advice to all or that portion of the Fund’s assets designated by the Adviser from time to time (the “Assets”). The Adviser will inform the Sub-Adviser, on a model portfolio for monthly basis, of any changes to the International Segment, containing amount of Assets. Subject to the securities, investments or other assets to be purchased, held or sold supervision and direction of the Board of Trustees of the Trust and the weightings thereof in the International Segment. The model portfolio provided by Adviser, the Sub-Adviser will comply (a) act in strict conformity with the Trust’s Agreement and Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”), as the same may from time to time be amended, (b) manage the Assets in accordance with the Fund’s investment objectives objective and policies as stated in the Fund’s current Prospectus Prospectus(es) and Statement Statement(s) of Additional Information (the “Statement”). The Sub-Adviser will be deemed to have instructed the Manager to invest the Fund’s assets in the International Segment in accordance with the Sub-Adviser’s model. The Sub-Adviser employs professional portfolio managers Prospectus” and securities analysts who will provide investment advisory and research services to the International Segment. The Sub-Adviser shall make available certain of its personnel, including, but not limited to, portfolio managers, investment analysts and research staff, for periodic presentations to and/or consultations with the Manager or its designees (e.g., quarterly conference calls“SAI,” respectively) and the Board regarding its investment instructions given pursuant to this paragraph 2(i), advice and investment style as well as discussions involving general market commentary and extraordinary market events and such additional services as may be agreed upon parameters provided by the Manager and the Sub-Adviser from time to time. The Sub-Adviser agrees to review the International Segment and discuss the management of the International Segment with the Manager and the Board at such times as may be reasonably requested by the Manager or the Board. The Sub-Adviser will meet with third parties at the request of the Manager at such times as the Sub-Adviser and the Manager may agree in writing from time to time. The Manager shall furnish , (c) make investment decisions for the Sub-Adviser reports concerning holdings and cash daily and transactions and performance of the International Segment at such times and in such form as may be mutually agreed upon. (ii) Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser shall not be obligated to and shall have no authority to render any advice or take any action Fund with respect to legal proceedings the Assets, (d) place purchase and sale orders for securities on behalf of the Fund with respect to portfolio securities or other investments held by the International SegmentAssets, and (e) exercise voting rights in respect of the Assets for the Fund. Unless and until otherwise directed by the Manager or the BoardIn providing those services, the Sub-Adviser will be responsible for directing provide investment research and supervision of the Manager to vote proxies Assets and to take action with respect to corporate action elections for proxies conduct a continual program of investment, evaluation and, if appropriate, sale and corporate action information communicated by reinvestment of the Manager to Assets. In addition, the Sub-Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities held in the International Segment. (iii) The Sub-Adviser shall maintain and preserve such records related to the International Segment’s transactions as required under the Advisers Act and the 1940 Act as applicable. The Manager shall maintain and preserve all books and other records relating to that the Fund as required under may hold or contemplate purchasing. Copies of the 1940 Act. The Sub-Adviser shall timely furnish to the Manager all information relating Prospectus and SAI have been or will be submitted to the Sub-Adviser’s services hereunder reasonably requested by the Manager to keep and preserve the books and records of the Fund. The Sub-Adviser shall also furnish to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Company with the Securities and Exchange Commission (“SEC”) or sent to shareholders under the 1940 Act and the rules thereunder. The Sub-Adviser agrees to surrender promptly to the Company copies of any records that it maintains for the Fund. (iv) The Sub-Adviser has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined by Rule 38a-1 under the 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (v) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Company. The Sub-Adviser has provided a certification to the Board that it has adopted procedures reasonably necessary to prevent Access Persons (as such term is defined in Rule 17j-1) from violating the Sub-Adviser’s Code of Ethics. The Sub-Adviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vi) When providing investment instructions with respect to securities or other assets for the International Segment with any adviser to any other fund under common control with the Fund, the Sub-Adviser or any of its affiliated persons will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b) under the 0000 Xxx) with such other adviser. (vii) The Sub-Adviser will provide reasonable assistance to the Company’s Pricing Committee and the Manager’s Valuation Committee in determining or confirming, consistent with the procedures and policies stated in the Fund’s Prospectus and Statement, the value of any portfolio securities or other assets of the Fund for which the Company’s Pricing Committee or the Manager’s Valuation Committee seek assistance from or identify for review by the Sub-Adviser, and will use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the International Segment for which market prices are not readily available; (viii) The Sub-Adviser will cooperate with and provide reasonable assistance to the Manager, the Fund’s custodian and foreign custodians, the Company’s transfer agent and all other agents and representatives of the Company and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (ix) The Sub-Adviser will review written communications to Fund shareholders relating to the International Segment and the Sub-Adviser’s services hereunder, including shareholder reports. (x) The Sub-Adviser agrees that at least annually it shall prepare and furnish to the Manager and the Board a dispersion analysis, in a format acceptable to the Manager and the Board, comparing the performance of the International Segment with the performance of the other accounts managed by the Sub-Adviser that follow substantially similar investment objectives, restrictions and strategies, including discretionary investment management accounts. (xi) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Company’s Charter, as the same may be hereafter modified and/or amended from time to time (the “Charter”); (b) the Company’s By-Laws, as the same may be hereafter modified and/or amended from time to time (the “By-Laws”); (c) the currently effective Prospectus and Statement as filed with the SEC and delivered to the Sub-Adviser, as the same may hereafter be modified, amended and/or supplemented; (d) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund; (e) the Company’s compliance procedures and other policies and procedures adopted from time to time by the Board; and (f) the written instructions of the Manager that do not conflict with the terms hereof. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Charter, By-Laws, Prospectus and Statement, compliance procedures and other relevant policies and procedures that are adopted by the Board. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements all amendments to any such above-mentioned document. The Sub-Adviser agrees to review the Prospectus and SAI on an ongoing basis. The Adviser will incorporate the Statement as filed with the SEC Fund into its monitoring program and at least annually thereafter provide quarterly reports to assure that the description therein of the investment policies and strategies followed by the Sub-Adviser in providing services hereunder for relating to surveillance and investment guideline monitoring. Additionally the International Segment is consistent with the policies and strategies Adviser will provide a monthly report to the Sub-Adviser uses or intends to use upon stating the Manager’s request, which request shall be inferred by the delivery amount of the Prospectus and Statement by the Manager to the Sub-Adviser, and the Manager agrees to provide a reasonable time period for the Sub-Adviser’s review. (xii) The Manager, and not the Sub-Adviser, shall select brokers and dealers and place all purchase and sale orders for portfolio transactions on behalf of the Fund in its discretion. In executing transactions for the Fund, selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc.) and negotiating any brokerage commission rates, the Manager will use its best efforts to seek the best overall terms available. The Sub-Adviser shall cooperate with the Manager with respect to the Manager’s provision of portfolio implementation and coordination services for the International Segment, including implementation by the Manager of instructions furnished to the Manager by assets under management the Sub-Adviser concerning the securities to be purchased, held or sold for the International Segment. (xiii) The Company understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Company has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Company recognizes that in some cases this procedure may adversely affect the size of the position or the prices obtainable is managing for the Fund. The Sub-Adviser agrees that its trading procedures willmay enter into, in make and perform such contracts, agreements and other undertakings as may be required to give effect to the good faith belief powers delegated herein]. The Sub-Adviser will not have custody over the Assets at any time. For the avoidance of doubt the Sub-Adviser, be fair and equitable for Adviser shall not hold client assets (including client money) as defined by the Fund Financial Services Authority (“FSA”). The Fund’s custodian is not an agent selected by the Sub-Adviser and the Sub-AdviserAdviser does not accept any liability for any default by the Fund’s other clients; however, custodian and is not bound to supervise the Manager and Fund’s custodian. The Adviser shall instruct the Company recognize that from time Fund’s custodian to time provide the Sub-Adviser with such details of the Assets as the Sub-Adviser may place trades with broker-dealers for other clients that will be executed ahead of investment instructions sent to the Manager. In addition, the Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliated person of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or naturerequire.

Services as Sub-Adviser. (i) The Company and the Adviser hereby appoint the Sub-Adviser shall provide to act as sub-investment adviser to the Portfolio for a model portfolio portion of the assets of the Portfolio which the Adviser, as fiduciary for the International SegmentCompany, containing determines to assign to the securitiesSub-Adviser (those assets being referred to as the "Portfolio Account") for the period and on such terms set forth in this Agreement. It is understood that the Portfolio Account may consist of all, investments a portion of or other none of the assets of the Portfolio, and that the Adviser has the right to allocate and reallocate such assets to the Portfolio Account at any time, and from time to time, upon such notice to the Sub-Adviser as may be purchasedreasonably necessary, held in the view of the Company, to ensure orderly management of the Portfolio Account or the Portfolio. The Company and the Adviser employ the Sub-Adviser to manage the investment and reinvestment of the assets of the Portfolio Account, to continuously review, supervise and administer the investment program of the Portfolio Account, to determine in its discretion the securities to be purchased or sold and the weightings thereof in portion of the International Segment. The model portfolio provided by Portfolio Account's assets to be held uninvested, to provide the Company and the Adviser with records concerning the Sub-Adviser's activities which the Company and the Sub-Adviser will comply with are required to maintain, and to render regular reports to the Fund’s investment objectives Company's officers and policies as stated in Board of Directors and the Fund’s current Prospectus and Statement of Additional Information (the “Statement”). The Sub-Adviser will be deemed to have instructed the Manager to invest the Fund’s assets in the International Segment in accordance with concerning the Sub-Adviser’s model. The Sub-Adviser employs professional portfolio managers and securities analysts who will provide investment advisory and research services to 's discharge of the International Segmentforegoing responsibilities. The Sub-Adviser shall make available certain discharge the foregoing responsibilities subject to the control of its personnel, including, but not limited to, portfolio managers, investment analysts and research staff, for periodic presentations to and/or consultations with the Manager or its designees (e.g., quarterly conference calls) officers and the Board regarding its investment instructions given pursuant to this paragraph 2(i), advice and investment style as well as discussions involving general market commentary and extraordinary market events and such additional services as may be agreed upon by of Directors of the Manager Company and the Sub-Adviser from time to timein compliance with the objectives, policies and limitations set forth in the Prospectus, Statement and applicable laws and regulations. The Sub-Adviser accepts such employment and agrees to review render the International Segment services and discuss to provide, at is own expense, the management of the International Segment with the Manager office space, furnishings and equipment and the Board at such times as may be reasonably requested personnel required by it to perform the Manager or services on the Board. The Sub-Adviser will meet with third parties at the request of the Manager at such times as the Sub-Adviser terms and the Manager may agree in writing from time to time. The Manager shall furnish the Sub-Adviser reports concerning holdings and cash daily and transactions and performance of the International Segment at such times and in such form as may be mutually agreed upon. (ii) Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser shall not be obligated to and shall have no authority to render any advice or take any action with respect to legal proceedings with respect to portfolio securities or other investments held by the International Segment. Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser will be responsible for directing the Manager to vote proxies and to take action with respect to corporate action elections for proxies and corporate action information communicated by the Manager to the Sub-Adviser with respect to the securities held in the International Segment. (iii) The Sub-Adviser shall maintain and preserve such records related to the International Segment’s transactions as required under the Advisers Act and the 1940 Act as applicable. The Manager shall maintain and preserve all books and other records relating to the Fund as required under the 1940 Act. 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 the Fund. The Sub-Adviser shall also furnish to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Company with the Securities and Exchange Commission (“SEC”) or sent to shareholders under the 1940 Act and the rules thereunder. The Sub-Adviser agrees to surrender promptly to the Company copies of any records that it maintains for the Fundcompensation provided herein. (iv) The Sub-Adviser has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined by Rule 38a-1 under the 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (v) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Company. The Sub-Adviser has provided a certification to the Board that it has adopted procedures reasonably necessary to prevent Access Persons (as such term is defined in Rule 17j-1) from violating the Sub-Adviser’s Code of Ethics. The Sub-Adviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vi) When providing investment instructions with respect to securities or other assets for the International Segment with any adviser to any other fund under common control with the Fund, the Sub-Adviser or any of its affiliated persons will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b) under the 0000 Xxx) with such other adviser. (vii) The Sub-Adviser will provide reasonable assistance to the Company’s Pricing Committee and the Manager’s Valuation Committee in determining or confirming, consistent with the procedures and policies stated in the Fund’s Prospectus and Statement, the value of any portfolio securities or other assets of the Fund for which the Company’s Pricing Committee or the Manager’s Valuation Committee seek assistance from or identify for review by the Sub-Adviser, and will use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the International Segment for which market prices are not readily available; (viii) The Sub-Adviser will cooperate with and provide reasonable assistance to the Manager, the Fund’s custodian and foreign custodians, the Company’s transfer agent and all other agents and representatives of the Company and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (ix) The Sub-Adviser will review written communications to Fund shareholders relating to the International Segment and the Sub-Adviser’s services hereunder, including shareholder reports. (x) The Sub-Adviser agrees that at least annually it shall prepare and furnish to the Manager and the Board a dispersion analysis, in a format acceptable to the Manager and the Board, comparing the performance of the International Segment with the performance of the other accounts managed by the Sub-Adviser that follow substantially similar investment objectives, restrictions and strategies, including discretionary investment management accounts. (xi) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Company’s Charter, as the same may be hereafter modified and/or amended from time to time (the “Charter”); (b) the Company’s By-Laws, as the same may be hereafter modified and/or amended from time to time (the “By-Laws”); (c) the currently effective Prospectus and Statement as filed with the SEC and delivered to the Sub-Adviser, as the same may hereafter be modified, amended and/or supplemented; (d) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund; (e) the Company’s compliance procedures and other policies and procedures adopted from time to time by the Board; and (f) the written instructions of the Manager that do not conflict with the terms hereof. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Charter, By-Laws, Prospectus and Statement, compliance procedures and other relevant policies and procedures that are adopted by the Board. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Sub-Adviser agrees to review the Prospectus and the Statement as filed with the SEC and at least annually thereafter to assure that the description therein of the investment policies and strategies followed by the Sub-Adviser in providing services hereunder for the International Segment is consistent with the policies and strategies the Sub-Adviser uses or intends to use upon the Manager’s request, which request shall be inferred by the delivery of the Prospectus and Statement by the Manager to the Sub-Adviser, and the Manager agrees to provide a reasonable time period for the Sub-Adviser’s review. (xii) The Manager, and not the Sub-Adviser, shall select brokers and dealers and place all purchase and sale orders for portfolio transactions on behalf of the Fund in its discretion. In executing transactions for the Fund, selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc.) and negotiating any brokerage commission rates, the Manager will use its best efforts to seek the best overall terms available. The Sub-Adviser shall cooperate with the Manager with respect to the Manager’s provision of portfolio implementation and coordination services for the International Segment, including implementation by the Manager of instructions furnished to the Manager by the Sub-Adviser concerning the securities to be purchased, held or sold for the International Segment. (xiii) The Company understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Company has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Company recognizes that in some cases this procedure may adversely affect the size of the position or the prices obtainable for the Fund. The Sub-Adviser agrees that its trading procedures will, in the good faith belief of the Sub-Adviser, be fair and equitable for the Fund and the Sub-Adviser’s other clients; however, the Manager and the Company recognize that from time to time the Sub-Adviser may place trades with broker-dealers for other clients that will be executed ahead of investment instructions sent to the Manager. In addition, the Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliated person of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

Services as Sub-Adviser. (i) The Sub-Adviser shall will provide investment advisory and portfolio management advice to all or that portion of the Fund’s assets designated by the Adviser from time to time (the “Assets”). The Adviser will inform the Sub-Adviser, on a model portfolio for monthly basis, of any changes to the International Segment, containing amount of Assets. Subject to the securities, investments or other assets to be purchased, held or sold supervision and direction of the Board of Trustees of the Trust and the weightings thereof in the International Segment. The model portfolio provided by Adviser, the Sub-Adviser will comply (a) act in strict conformity with the Trust’s Agreement and Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”), as the same may from time to time be amended, (b) manage the Assets in accordance with the Fund’s investment objectives objective and policies as stated in the Fund’s current Prospectus Prospectus(es) and Statement Statement(s) of Additional Information (the “StatementProspectus” and “SAI”). The Sub-Adviser will be deemed to have instructed the Manager to invest the Fund’s assets in the International Segment in accordance with the Sub-Adviser’s model. The Sub-Adviser employs professional portfolio managers and securities analysts who will provide investment advisory and research services to the International Segment. The Sub-Adviser shall make available certain of its personnel, including, but not limited to, portfolio managers, investment analysts and research staff, for periodic presentations to and/or consultations with the Manager or its designees (e.g., quarterly conference callsrespectively) and the Board regarding its investment instructions given pursuant to this paragraph 2(i), advice and investment style as well as discussions involving general market commentary and extraordinary market events and such additional services as may be agreed upon parameters provided by the Manager and the Sub-Adviser from time to time. The Sub-Adviser agrees to review the International Segment and discuss the management of the International Segment with the Manager and the Board at such times as may be reasonably requested by the Manager or the Board. The Sub-Adviser will meet with third parties at the request of the Manager at such times as the Sub-Adviser and the Manager may agree in writing from time to time. The Manager shall furnish , (c) make investment decisions for the Sub-Adviser reports concerning holdings and cash daily and transactions and performance of the International Segment at such times and in such form as may be mutually agreed upon. (ii) Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser shall not be obligated to and shall have no authority to render any advice or take any action Fund with respect to legal proceedings the Assets, (d) place purchase and sale orders for securities on behalf of the Fund with respect to portfolio securities or other investments held by the International SegmentAssets, and (e) exercise voting rights in respect of the Assets for the Fund. Unless and until otherwise directed by the Manager or the BoardIn providing those services, the Sub-Adviser will be responsible for directing provide investment research and supervision of the Manager to vote proxies Assets and to take action with respect to corporate action elections for proxies conduct a continual program of investment, evaluation and, if appropriate, sale and corporate action information communicated by reinvestment of the Manager to Assets. In addition, the Sub-Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities held in the International Segment. (iii) The Sub-Adviser shall maintain and preserve such records related to the International Segment’s transactions as required under the Advisers Act and the 1940 Act as applicable. The Manager shall maintain and preserve all books and other records relating to that the Fund as required under may hold or contemplate purchasing. Copies of the 1940 Act. The Sub-Adviser shall timely furnish to the Manager all information relating Prospectus and SAI have been or will be submitted to the Sub-Adviser’s services hereunder reasonably requested by the Manager to keep and preserve the books and records of the Fund. The Sub-Adviser shall also furnish to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Company with the Securities and Exchange Commission (“SEC”) or sent to shareholders under the 1940 Act and the rules thereunder. The Sub-Adviser agrees to surrender promptly to the Company copies of any records that it maintains for the Fund. (iv) The Sub-Adviser has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined by Rule 38a-1 under the 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (v) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Company. The Sub-Adviser has provided a certification to the Board that it has adopted procedures reasonably necessary to prevent Access Persons (as such term is defined in Rule 17j-1) from violating the Sub-Adviser’s Code of Ethics. The Sub-Adviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vi) When providing investment instructions with respect to securities or other assets for the International Segment with any adviser to any other fund under common control with the Fund, the Sub-Adviser or any of its affiliated persons will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b) under the 0000 Xxx) with such other adviser. (vii) The Sub-Adviser will provide reasonable assistance to the Company’s Pricing Committee and the Manager’s Valuation Committee in determining or confirming, consistent with the procedures and policies stated in the Fund’s Prospectus and Statement, the value of any portfolio securities or other assets of the Fund for which the Company’s Pricing Committee or the Manager’s Valuation Committee seek assistance from or identify for review by the Sub-Adviser, and will use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the International Segment for which market prices are not readily available; (viii) The Sub-Adviser will cooperate with and provide reasonable assistance to the Manager, the Fund’s custodian and foreign custodians, the Company’s transfer agent and all other agents and representatives of the Company and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (ix) The Sub-Adviser will review written communications to Fund shareholders relating to the International Segment and the Sub-Adviser’s services hereunder, including shareholder reports. (x) The Sub-Adviser agrees that at least annually it shall prepare and furnish to the Manager and the Board a dispersion analysis, in a format acceptable to the Manager and the Board, comparing the performance of the International Segment with the performance of the other accounts managed by the Sub-Adviser that follow substantially similar investment objectives, restrictions and strategies, including discretionary investment management accounts. (xi) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Company’s Charter, as the same may be hereafter modified and/or amended from time to time (the “Charter”); (b) the Company’s By-Laws, as the same may be hereafter modified and/or amended from time to time (the “By-Laws”); (c) the currently effective Prospectus and Statement as filed with the SEC and delivered to the Sub-Adviser, as the same may hereafter be modified, amended and/or supplemented; (d) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund; (e) the Company’s compliance procedures and other policies and procedures adopted from time to time by the Board; and (f) the written instructions of the Manager that do not conflict with the terms hereof. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Charter, By-Laws, Prospectus and Statement, compliance procedures and other relevant policies and procedures that are adopted by the Board. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements all amendments to any such above-mentioned document. The Sub-Adviser agrees to review the Prospectus and SAI on an ongoing basis. The Adviser will incorporate the Statement as filed with the SEC Fund into its monitoring program and at least annually thereafter provide quarterly reports to assure that the description therein of the investment policies and strategies followed by the Sub-Adviser in providing services hereunder for relating to surveillance and investment guideline monitoring. Additionally the International Segment is consistent with the policies and strategies Adviser will provide a monthly report to the Sub-Adviser uses or intends to use upon stating the Manager’s request, which request shall be inferred by the delivery amount of the Prospectus and Statement by the Manager to the Sub-Adviser, and the Manager agrees to provide a reasonable time period for the Sub-Adviser’s review. (xii) The Manager, and not the Sub-Adviser, shall select brokers and dealers and place all purchase and sale orders for portfolio transactions on behalf of the Fund in its discretion. In executing transactions for the Fund, selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc.) and negotiating any brokerage commission rates, the Manager will use its best efforts to seek the best overall terms available. The Sub-Adviser shall cooperate with the Manager with respect to the Manager’s provision of portfolio implementation and coordination services for the International Segment, including implementation by the Manager of instructions furnished to the Manager by assets under management the Sub-Adviser concerning the securities to be purchased, held or sold for the International Segment. (xiii) The Company understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Company has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Company recognizes that in some cases this procedure may adversely affect the size of the position or the prices obtainable is managing for the Fund. The Sub-Adviser agrees that its trading procedures willmay enter into, in make and perform such contracts, agreements and other undertakings as may be required to give effect to the good faith belief powers delegated herein. The Sub-Adviser will not have custody over the Assets at any time. For the avoidance of doubt the Sub-Adviser, be fair and equitable for Adviser shall not hold client assets (including client money) as defined by the Fund Financial Services Authority (“FSA”). The Fund’s custodian is not an agent selected by the Sub-Adviser and the Sub-AdviserAdviser does not accept any liability for any default by the Fund’s other clients; however, custodian and is not bound to supervise the Manager and Fund’s custodian. The Adviser shall instruct the Company recognize that from time Fund’s custodian to time provide the Sub-Adviser with such details of the Assets as the Sub-Adviser may place trades with broker-dealers for other clients that will be executed ahead of investment instructions sent to the Manager. In addition, the Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliated person of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or naturerequire.

Services as Sub-Adviser. (i) The Sub-Adviser shall will provide investment advisory and portfolio management advice to all or that portion of the Fund’s assets designated by the Adviser from time to time (the “Assets”). The Adviser will inform the Sub-Adviser, on a model portfolio for monthly basis, of any changes to the International Segment, containing amount of Assets. Subject to the securities, investments or other assets to be purchased, held or sold supervision and direction of the Board of Trustees of the Trust and the weightings thereof in the International Segment. The model portfolio provided by Adviser, the Sub-Adviser will comply (a) act in strict conformity with the Trust’s Agreement and Declaration of Trust, the Investment Company Act of 1940 (the “1940 Act”) and the Investment Advisers Act of 1940 (the “Advisers Act”), as the same may from time to time be amended, (b) manage the Assets in accordance with the Fund’s investment objectives objective and policies as stated in the Fund’s current Prospectus Prospectus(es) and Statement Statement(s) of Additional Information (the “Statement”). The Sub-Adviser will be deemed to have instructed the Manager to invest the Fund’s assets in the International Segment in accordance with the Sub-Adviser’s model. The Sub-Adviser employs professional portfolio managers Prospectus” and securities analysts who will provide investment advisory and research services to the International Segment. The Sub-Adviser shall make available certain of its personnel, including, but not limited to, portfolio managers, investment analysts and research staff, for periodic presentations to and/or consultations with the Manager or its designees (e.g., quarterly conference calls“SAI,” respectively) and the Board regarding its investment instructions given pursuant to this paragraph 2(i), advice and investment style as well as discussions involving general market commentary and extraordinary market events and such additional services as may be agreed upon parameters provided by the Manager and the Sub-Adviser from time to time. The Sub-Adviser agrees to review the International Segment and discuss the management of the International Segment with the Manager and the Board at such times as may be reasonably requested by the Manager or the Board. The Sub-Adviser will meet with third parties at the request of the Manager at such times as the Sub-Adviser and the Manager may agree in writing from time to time. The Manager shall furnish , (c) make investment decisions for the Sub-Adviser reports concerning holdings and cash daily and transactions and performance of the International Segment at such times and in such form as may be mutually agreed upon. (ii) Unless and until otherwise directed by the Manager or the Board, the Sub-Adviser shall not be obligated to and shall have no authority to render any advice or take any action Fund with respect to legal proceedings the Assets, (d) place purchase and sale orders for securities on behalf of the Fund with respect to portfolio securities or other investments held by the International SegmentAssets, and (e) exercise voting rights in respect of the Assets for the Fund. Unless and until otherwise directed by the Manager or the BoardIn providing those services, the Sub-Adviser will be responsible for directing provide investment research and supervision of the Manager to vote proxies Assets and to take action with respect to corporate action elections for proxies conduct a continual program of investment, evaluation and, if appropriate, sale and corporate action information communicated by reinvestment of the Manager to Assets. In addition, the Sub-Adviser will furnish the Fund with whatever statistical information the Fund may reasonably request with respect to the securities held in the International Segment. (iii) The Sub-Adviser shall maintain and preserve such records related to the International Segment’s transactions as required under the Advisers Act and the 1940 Act as applicable. The Manager shall maintain and preserve all books and other records relating to that the Fund as required under may hold or contemplate purchasing. Copies of the 1940 Act. The Sub-Adviser shall timely furnish to the Manager all information relating Prospectus and SAI have been or will be submitted to the Sub-Adviser’s services hereunder reasonably requested by the Manager to keep and preserve the books and records of the Fund. The Sub-Adviser shall also furnish to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Company with the Securities and Exchange Commission (“SEC”) or sent to shareholders under the 1940 Act and the rules thereunder. The Sub-Adviser agrees to surrender promptly to the Company copies of any records that it maintains for the Fund. (iv) The Sub-Adviser has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined by Rule 38a-1 under the 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (v) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Company. The Sub-Adviser has provided a certification to the Board that it has adopted procedures reasonably necessary to prevent Access Persons (as such term is defined in Rule 17j-1) from violating the Sub-Adviser’s Code of Ethics. The Sub-Adviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vi) When providing investment instructions with respect to securities or other assets for the International Segment with any adviser to any other fund under common control with the Fund, the Sub-Adviser or any of its affiliated persons will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b) under the 0000 Xxx) with such other adviser. (vii) The Sub-Adviser will provide reasonable assistance to the Company’s Pricing Committee and the Manager’s Valuation Committee in determining or confirming, consistent with the procedures and policies stated in the Fund’s Prospectus and Statement, the value of any portfolio securities or other assets of the Fund for which the Company’s Pricing Committee or the Manager’s Valuation Committee seek assistance from or identify for review by the Sub-Adviser, and will use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the International Segment for which market prices are not readily available; (viii) The Sub-Adviser will cooperate with and provide reasonable assistance to the Manager, the Fund’s custodian and foreign custodians, the Company’s transfer agent and all other agents and representatives of the Company and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (ix) The Sub-Adviser will review written communications to Fund shareholders relating to the International Segment and the Sub-Adviser’s services hereunder, including shareholder reports. (x) The Sub-Adviser agrees that at least annually it shall prepare and furnish to the Manager and the Board a dispersion analysis, in a format acceptable to the Manager and the Board, comparing the performance of the International Segment with the performance of the other accounts managed by the Sub-Adviser that follow substantially similar investment objectives, restrictions and strategies, including discretionary investment management accounts. (xi) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Company’s Charter, as the same may be hereafter modified and/or amended from time to time (the “Charter”); (b) the Company’s By-Laws, as the same may be hereafter modified and/or amended from time to time (the “By-Laws”); (c) the currently effective Prospectus and Statement as filed with the SEC and delivered to the Sub-Adviser, as the same may hereafter be modified, amended and/or supplemented; (d) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund; (e) the Company’s compliance procedures and other policies and procedures adopted from time to time by the Board; and (f) the written instructions of the Manager that do not conflict with the terms hereof. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Charter, By-Laws, Prospectus and Statement, compliance procedures and other relevant policies and procedures that are adopted by the Board. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements all amendments to any such above-mentioned document. The Sub-Adviser agrees to review the Prospectus and SAI on an ongoing basis. The Adviser will incorporate the Statement as filed with the SEC Fund into its monitoring program and at least annually thereafter provide quarterly reports to assure that the description therein of the investment policies and strategies followed by the Sub-Adviser in providing services hereunder for relating to surveillance and investment guideline monitoring. Additionally the International Segment is consistent with the policies and strategies Adviser will provide a monthly report to the Sub-Adviser uses or intends to use upon stating the Manager’s request, which request shall be inferred by the delivery amount of the Prospectus and Statement by the Manager to the Sub-Adviser, and the Manager agrees to provide a reasonable time period for the Sub-Adviser’s review. (xii) The Manager, and not the Sub-Adviser, shall select brokers and dealers and place all purchase and sale orders for portfolio transactions on behalf of the Fund in its discretion. In executing transactions for the Fund, selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc.) and negotiating any brokerage commission rates, the Manager will use its best efforts to seek the best overall terms available. The Sub-Adviser shall cooperate with the Manager with respect to the Manager’s provision of portfolio implementation and coordination services for the International Segment, including implementation by the Manager of instructions furnished to the Manager by assets under management the Sub-Adviser concerning the securities to be purchased, held or sold for the International Segment. (xiii) The Company understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Company has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Company recognizes that in some cases this procedure may adversely affect the size of the position or the prices obtainable is managing for the Fund. The Sub-Adviser agrees that its trading procedures willmay enter into, in make and perform such contracts, agreements and other undertakings as may be required to give effect to the good faith belief powers delegated herein. The Sub-Adviser will not have custody over the Assets at any time. For the avoidance of doubt the Sub-Adviser, be fair and equitable for Adviser shall not hold client assets (including client money) as defined by the Fund Financial Services Authority (“FSA”). The Fund’s custodian is not an agent selected by the Sub-Adviser and the Sub-AdviserAdviser does not accept any liability for any default by the Fund’s other clients; however, custodian and is not bound to supervise the Manager and Fund’s custodian. The Adviser shall instruct the Company recognize that from time Fund’s custodian to time provide the Sub-Adviser with such details of the Assets as the Sub-Adviser may place trades with broker-dealers for other clients that will be executed ahead of investment instructions sent to the Manager. In addition, the Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliated person of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or naturerequire.

Services as Sub-Adviser. (ia) Subject to the supervision, direction and approval of the Board and the Adviser, the Sub-Adviser shall conduct a continual program of investment, evaluation and, if appropriate in the view of the Sub-Adviser, sale and reinvestment of each Portfolio's assets. The Sub-Adviser shall provide a model portfolio for the International Segmentis authorized, containing the securities, investments or other assets to be purchased, held or sold in its sole discretion and the weightings thereof in the International Segment. The model portfolio provided by the Sub-Adviser will comply without prior consultation with the Fund’s Adviser, to: (i) manage each Portfolio's assets in accordance with the Portfolio's investment objectives objective(s) and policies as stated in the Fund’s current Prospectus and Statement the Statement; (ii) make investment decisions for each Portfolio; (iii) place purchase and sale orders for portfolio transactions on behalf of Additional Information each Portfolio; and (the “Statement”). The Sub-Adviser will be deemed to have instructed the Manager to invest the Fund’s assets in the International Segment in accordance with the Sub-Adviser’s model. The Sub-Adviser employs iv) employ professional portfolio managers and securities analysts who will provide investment advisory and research services to the International Segmenteach Portfolio. The Sub-Adviser shall make available certain not be responsible for the administrative affairs of its personnelthe Fund, including, but not limited to, portfolio managers, investment analysts accounting for and research staff, for periodic presentations to and/or consultations with the Manager or its designees (e.g., quarterly conference calls) and the Board regarding its investment instructions given pursuant to this paragraph 2(i), advice and investment style as well as discussions involving general market commentary and extraordinary market events and such additional services as may be agreed upon by the Manager and the Sub-Adviser from time to time. The Sub-Adviser agrees to review the International Segment and discuss the management pricing of the International Segment with the Manager and the Board at such times as may be reasonably requested by the Manager or the BoardPortfolios. The Sub-Adviser will meet use its best efforts to manage each Portfolio so that it complies with third parties at the request provisions of Section 817(h) of the Manager at 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 the immediately preceding sentence will be based on information supplied by the Adviser including, but not limited to, portfolio lot allocation information. The Adviser agrees to supply all such times as information on a timely basis. In addition, the Sub-Adviser and the Manager may agree in writing from time to time. The Manager shall furnish the Sub-Adviser daily information concerning portfolio transactions and monthly, quarterly and annual reports concerning holdings and cash daily and transactions and performance of the International Segment at such times and each Portfolio in such form as may be mutually agreed upon, and the Sub-Adviser agrees to review each Portfolio and discuss the management of it from time to time with the Adviser and the Board. (iib) Unless and until otherwise directed by the Manager or Adviser gives the BoardSub-Adviser written instructions to the contrary, the Sub-Adviser shall not be obligated to and shall have no authority to render any advice or take any action with respect to legal proceedings with respect to portfolio securities or other investments held by use its good faith judgment in a manner which it reasonably believes best serves the International Segment. Unless and until otherwise directed by interests of the Manager or the Board, the Sub-Adviser will be responsible for directing the Manager Portfolio shareholders to vote or abstain from voting all proxies and to take action with respect to corporate action elections for proxies and corporate action information communicated solicited by the Manager to the Sub-Adviser or with respect to the issuers of securities held in the International Segmentwhich assets of a Portfolio may be invested. (iiic) The Sub-Adviser shall maintain and preserve such records related to the International Segment’s each Portfolio's transactions as are required of a Sub-Adviser under the Investment Advisers Act and the 1940 Act of 1940, as applicable. The Manager shall maintain and preserve all books and other records relating to the Fund as required under the 1940 Actamended. The Sub-Adviser shall timely furnish to the Manager Adviser all information relating to the Sub-Adviser’s 's services hereunder reasonably requested by the Manager Adviser to keep and preserve the books and records of the Fundeach Portfolio. The Sub-Adviser shall also furnish will promptly supply to the Manager any other information relating to the assets of the Fund that is required to be filed by the Manager or the Company with the Securities and Exchange Commission (“SEC”) or sent to shareholders under the 1940 Act and the rules thereunder. The Sub-Adviser agrees to surrender promptly to the Company copies of any of such records that it maintains for the Fundupon request. (iv) The Sub-Adviser has adopted and implemented and shall maintain written policies and procedures with respect to its services pursuant to this Agreement that are reasonably designed to prevent violation of the Federal Securities Laws (as defined by Rule 38a-1 under the 0000 Xxx) and the Advisers Act and the rules thereunder as required by Rule 206(4)-7 under the Advisers Act. (v) The Sub-Adviser has adopted a written code of ethics that it reasonably believes complies with the requirements of Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, which it has provided to the Company. The Sub-Adviser has provided a certification to the Board that it has adopted procedures reasonably necessary to prevent Access Persons (as such term is defined in Rule 17j-1) from violating the Sub-Adviser’s Code of Ethics. The Sub-Adviser has policies and procedures regarding the detection and prevention and the misuse of material, nonpublic information by the Sub-Adviser and its employees as required by the Xxxxxxx Xxxxxxx and Securities Fraud Enforcement Act of 1988. (vi) When providing investment instructions with respect to securities or other assets for the International Segment with any adviser to any other fund under common control with the Fund, the Sub-Adviser or any of its affiliated persons will not consult (other than for purposes of complying with Rule 12d3-1(a) and (b) under the 0000 Xxx) with such other adviser. (vii) The Sub-Adviser will provide reasonable assistance to the Company’s Pricing Committee and the Manager’s Valuation Committee in determining or confirming, consistent with the procedures and policies stated in the Fund’s Prospectus and Statement, the value of any portfolio securities or other assets of the Fund for which the Company’s Pricing Committee or the Manager’s Valuation Committee seek assistance from or identify for review by the Sub-Adviser, and will use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Sub-Adviser for each security or other investment/asset in the International Segment for which market prices are not readily available; (viii) The Sub-Adviser will cooperate with and provide reasonable assistance to the Manager, the Fund’s custodian and foreign custodians, the Company’s transfer agent and all other agents and representatives of the Company and the Manager, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Company and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information. (ix) The Sub-Adviser will review written communications to Fund shareholders relating to the International Segment and the Sub-Adviser’s services hereunder, including shareholder reports. (x) The Sub-Adviser agrees that at least annually it shall prepare and furnish to the Manager and the Board a dispersion analysis, in a format acceptable to the Manager and the Board, comparing the performance of the International Segment with the performance of the other accounts managed by the Sub-Adviser that follow substantially similar investment objectives, restrictions and strategies, including discretionary investment management accounts. (xi) In furnishing services hereunder, the Sub-Adviser shall be subject to, and shall perform in accordance with, the following: (a) the Company’s Charter, as the same may be hereafter modified and/or amended from time to time (the “Charter”); (b) the Company’s By-Laws, as the same may be hereafter modified and/or amended from time to time (the “By-Laws”); (c) the currently effective Prospectus and Statement as filed with the SEC and delivered to the Sub-Adviser, as the same may hereafter be modified, amended and/or supplemented; (d) the 1940 Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Company and the Fund; (e) the Company’s compliance procedures and other policies and procedures adopted from time to time by the Board; and (f) the written instructions of the Manager that do not conflict with the terms hereof. Prior to the commencement of the Sub-Adviser’s services hereunder, the Manager shall provide the Sub-Adviser with current copies of the Charter, By-Laws, Prospectus and Statement, compliance procedures and other relevant policies and procedures that are adopted by the Board. The Manager undertakes to provide the Sub-Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document. The Sub-Adviser agrees to review the Prospectus and the Statement as filed with the SEC and at least annually thereafter to assure that the description therein of the investment policies and strategies followed by the Sub-Adviser in providing services hereunder for the International Segment is consistent with the policies and strategies the Sub-Adviser uses or intends to use upon the Manager’s request, which request shall be inferred by the delivery of the Prospectus and Statement by the Manager to the Sub-Adviser, and the Manager agrees to provide a reasonable time period for the Sub-Adviser’s review. (xii) The Manager, and not the Sub-Adviser, shall select brokers and dealers and place all purchase and sale orders for portfolio transactions on behalf of the Fund in its discretion. In executing transactions for the Fund, selecting brokers or dealers (including, if permitted by applicable law, Citigroup Global Markets Inc.) and negotiating any brokerage commission rates, the Manager will use its best efforts to seek the best overall terms available. The Sub-Adviser shall cooperate with the Manager with respect to the Manager’s provision of portfolio implementation and coordination services for the International Segment, including implementation by the Manager of instructions furnished to the Manager by the Sub-Adviser concerning the securities to be purchased, held or sold for the International Segment. (xiii) The Company understands that the Sub-Adviser now acts, will continue to act and may act in the future as investment manager or adviser to fiduciary and other managed accounts, and as investment manager or adviser to other investment companies, including any offshore entities, or accounts, and the Company has no objection to the Sub-Adviser’s so acting, provided that whenever the Fund and one or more other investment companies or accounts managed or advised by the Sub-Adviser have available funds for investment, investments suitable and appropriate for each will be allocated in accordance with a formula believed to be equitable to each company and account. The Company recognizes that in some cases this procedure may adversely affect the size of the position or the prices obtainable for the Fund. The Sub-Adviser agrees that its trading procedures will, in the good faith belief of the Sub-Adviser, be fair and equitable for the Fund and the Sub-Adviser’s other clients; however, the Manager and the Company recognize that from time to time the Sub-Adviser may place trades with broker-dealers for other clients that will be executed ahead of investment instructions sent to the Manager. In addition, the Company understands that the persons employed by the Sub-Adviser to assist in the performance of the Sub-Adviser’s duties under this Agreement will not devote their full time to such service and nothing contained in this Agreement shall be deemed to limit or restrict the right of the Sub-Adviser or any affiliated person of the Sub-Adviser to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.