Common use of SUB-ADVISOR DUTIES Clause in Contracts

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Cap Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Small Cap Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Small Cap Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Small Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Small Cap Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Small Cap Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Small Cap Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Small Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Small Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Small Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Small Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Small Cap Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Small Cap Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management. (e) The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Real Estate Securities Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A real estate securities without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Real Estate Securities Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor)A; however, failure to satisfy such objective shall not constitute a breach break of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Real Estate Securities Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSecurities and Exchange Commission. (b) The Sub-Advisor will select broker-brokers and dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Real Estate Securities Series and select the markets on or in which the transactions transaction will be executed. In providing the U. S. Micro-Cap Real Estate Securities Series with investment advisory servicesmanagement, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the considering all circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemresponsibility, the research and investment information, brokerage, research, analyses, trading information and other research services and other products provided by the broker-dealer brokers or trading system dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses brokerage and trading research services and products and security and economic analysis provided by broker-dealers and trading systems that brokers who may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Real Estate Securities Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such brokerage and research services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Real Estate Securities Series with broker-dealers or trading systems such brokers, that provide research, analyses brokerage and trading research products and/or services and may that charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system broker would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses brokerage and trading research products and/or services provided by such broker-dealers or trading systems broker viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors Fund from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the researchinformation, analyses services and trading services products provided by such broker-dealers or trading systems brokers may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor's services to other clients. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Real Estate Securities Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Real Estate Securities Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Real Estate Securities Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Real Estate Securities Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Real Estate Securities Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management.

SUB-ADVISOR DUTIES. Subject to the supervision of the AdvisorAdvisor and the Fund's Board of Directors, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines without limitation financial securities as set forth in Appendix A hereto and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor will provide Investments by the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed shall conform with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in provisions of Appendix A (attached hereto, as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this AgreementAdvisor and the Fund. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Global Series' portfolio managed by the Sub-AdvisorAdvisor and will provide regular reports of proxy voting. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSecurities and Exchange Commission. (b) The Sub-sign and execute all documents including futures account agreements and related acknowledgements and disclosures, foreign exchange netting agreements, repurchase agreements, and swap agreements, all either individually or under an umbrella agreement and to take all other action that the Sub- Advisor will select broker-dealers reasonably considers necessary or trading systems advisable in order to execute portfolio transactions carry out its duties under this Agreement (c) place orders pursuant to its investment determinations for the U. S. Micro-Cap Global Series and select either directly with the markets on issuer or in which the transactions will be executedwith any broker or dealer. In providing the U. S. Micro-Cap Series placing orders with investment advisory servicesbrokers and dealers, it is recognized that the Sub-Advisor will give primary consideration attempt to securing obtain the best net price and the most favorable price and efficient execution of orders so that its orders. Consistent with this obligation, when the Fund's total cost execution and price offered by two or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policymore brokers or dealers are comparable, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemmay, the investment informationin its discretion, brokerage, research, analyses, trading services purchase and sell portfolio securities to and from brokers and dealers who provide it with research advice and other products provided by the broker-dealer or trading system who may effect or be a party services of lawful assistance to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and in serving the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of as the Sub-Advisor or who sell the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading servicesGlobal Series' shares. (cd) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors Fund promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writingrequest. (de) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon at reasonable notice times by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party either the Advisor or the Fund designates: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security is traded, or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor to value securities in their client accounts, at the value specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place; (iii) a quarterly review of the assets under management; and (iv) tax information as requested, on a monthly basis, to the Fund's custodian bank.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-AdvisorAdvisor (the "Allocated Assets"), from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective of the Allocated Assets is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSEC and of all other federal and state regulatory agencies having jurisdiction over the Sub-Advisor in performance of its duties under this Agreement. As reasonably requested by the Advisor or the Fund, the Sub-Advisor will provide information requested by the Advisor or the Fund to comply with the Sarbanes-Oxley Act and the rulxx xxx xxxxxations promulgated by the SEC thereunder. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Global Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Cap Global Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Global Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor, that the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Global Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Global Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request copies of all its investment records and ledgers relating to the U. S. Micro-Cap Global Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor Allocated Assets as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor oror the

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. MicroCalifornia Intermediate Tax-Cap Free Series' portfolio assigned to the Sub-AdvisorAdvisor (the "Allocated Assets"), from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services Services under this Agreement in accordance with the U. S. MicroCalifornia Intermediate Tax-Cap Free Series' registration registratj0 statement filed with the Securities and Exchange Commission ("SEC"), ) as that registration registratj0 statement is IS amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy Copy of each registration statement, registratj0 statement amendment and supplement Supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's Advisors performance objective of the Allocated Assets is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such that: objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. Agreement The Sub-Advisor further agrees that:agrees (a) a. The Sub-Advisor will conform with all applicable rules and regulations of the SECSEC and of all other federal and state regulatory agencies having jurisdjct0 Over the Sub-Advisor in performance of its duties under this Agreement As reasonably request by the Advisor or the Fund, the Sub-Advisor will provide information request by the Advisor or the Fund to comply with the Sarbanes-Oxley Act and thx xxxxx xxx xxgulations promulgated by the SEC thereunder. (b) b. The Sub-Advisor will select broker-dealers or trading systems to execute portfolio Portfolio transactions for the U. S. MicroCalifornia Intermediate Tax-Cap Free Series and select the markets on or in which the transactions will be executed. In providing Providing the U. S. MicroCalifornia Intermediate Tax-Cap Free Series with investment advisory services, services it is recognized that the Sub-Advisor will give primary consideration to securing Securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. circumstances Within the framework of this policyPolicy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients Clients may be a party. . c. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. MicroCalifornia Intermediate Tax-Cap Free Series than might result from the allocation of brokerage to other broker-dealers or trading systems Systems that do not provide such services. Services Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. MicroCalifornia Intermediate Tax-Cap Free Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor, that the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Sub- Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. . d. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. MicroCalifornia Intermediate Tax-Cap Free Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. MicroCalifornia Intermediate Tax-Cap Free Series and to such other clients. . e. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Sub- Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) f. The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request copies of all its investment records and ledgers relating to the U. S. MicroCalifornia Intermediate Tax-Cap Free Series to assist the Advisor and the Fund in their compliance with respect to the U. S. MicroCalifornia Intermediate Tax-Cap Free Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. MicroCalifornia Intermediate Tax-Cap Free Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) g. The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor Allocated Assets as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the Allocated Assets during the month and a list of such assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the Allocated Assets.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap International Growth Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap International Growth Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap International Growth Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap International Growth Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Cap International Growth Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap International Growth Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap International Growth Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap International Growth Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap International Growth Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap International Growth Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap International Growth Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap International Growth Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management. (e) The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Global Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Global Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Cap Global Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Global Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Global Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Global Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Global Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management. (e) The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-AdvisorAdvisor (the "Allocated Assets"), from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective of the Allocated Assets is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, The Advisor additionally acknowledges that the Sub-Advisor makes no representation or warranty, express or implied, that any level of performance or investment results will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed be achieved by the Sub-Advisor for the Allocated Assets or that the Allocated Assets will perform comparably with any standard or index, including other clients of the Sub-Advisor, whether public or private. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSEC and of all other federal and state regulatory agencies having jurisdiction over the Sub-Advisor in performance of its duties under this Agreement. As reasonably requested by the Advisor or the Fund and in accordance with the scope of Sub-Advisor's obligations and responsibilities under this Agreement, the Sub-Advisor will provide to the Advisor or the Fund in connection with the Advisor's or the Fund's compliance with the Sarbanes-Oxley Act and the rules axx xxxxxxxxxxs promulgated thereunder, information in Sub-Advisor's possession about its activities as Sub-Advisor hereunder. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Global Series and select the markets on or in which the transactions will be executed. In providing selecting brokers or dealer to execute transactions on behalf of the U. S. Micro-Cap Series with investment advisory servicesGlobal Series, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstancesorders. Within the framework of this policy, the Sub-Advisor may consider factors it deems relevant, including, without limitation, the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker-, dealer or trading system, the reasonableness of the commission, if any, for the specific transaction and on a continuing basis, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. . (c) It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have has access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Global Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund Global Series benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. . (d) On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Global Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, regulations may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient executionpurchased. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Global Series and to such other clients. The Advisor recognizes that, in some cases, this procedure may limit the size of the position that may be acquired or sold for the Global Series. (e) The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with subject to the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the FundGlobal Series. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it for the Global Series at the Advisor's request and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading servicessystems. (cf) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request copies of all its investment records and ledgers relating to the U. S. Micro-Cap Series Allocated Assets to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Series Allocated Assets such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (dg) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor Allocated Assets as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the securities in the Allocated Assets during the month and a list of the securities in the Allocated Assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the Allocated Assets. (h) The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-in- fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of DirectorsAdvisor, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement statement promptly after it has been filed with the SEC. The parties acknowledge that Investments by the Sub-Advisor's performance objective is as set forth in Advisor shall conform with the provisions of Appendix A (attached hereto, as such may be revised from time to time at the discretion of the Advisor and the Fund and as provided to the Sub-Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Global Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules requirements set out in the Fund's compliance manual to be mutually agreed upon by the Advisor and regulations of the SECSub-Advisor. (b) The Sub-Advisor will select broker-brokers and dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Global Series and select the markets on or in which the transactions transaction will be executed. In providing the U. S. Micro-Cap Global Series with investment advisory servicesmanagement, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price seeking best execution for all portfolio transactions and efficient execution of orders in doing so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemresponsibility, the research and investment information, brokerage, research, analyses, trading information and other research services and other products provided by the broker-dealer brokers or trading system dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses brokerage and trading research services and products and security and economic analysis provided by broker-dealers and trading systems that brokers who may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such brokerage and research services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Global Series with broker-dealers or trading systems such brokers, that provide research, analyses brokerage and trading research products and/or services and may that charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system broker would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses brokerage and trading research products and/or services provided by such broker-dealers or trading systems broker viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors Fund from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the researchinformation, analyses services and trading services products provided by such broker-dealers or trading systems brokers may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor's services to other clients. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Global Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order subject to obtain the most favorable price of lower brokerage commissions and efficient best execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Global Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Global Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor oror the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and its fair market value as determined according to the reasonable procedures established by the Sub-Advisor and (ii) a quarterly review of the assets under management.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-U.S. Small Cap Series' portfolio assigned to the Sub-AdvisorAdvisor (the "Allocated Assets"), from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-U.S. Small Cap Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective of the Allocated Assets is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSEC and of all other federal and state regulatory agencies having jurisdiction over the Sub-Advisor in performance of its duties under this Agreement. As reasonably requested by the Advisor or the Fund, the Sub-Advisor will provide information requested by the Advisor or the Fund to comply with the Sarbanes-Oxley Act and the rulxx xxx xxxxxations promulgated by the SEC thereunder. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-U.S. Small Cap Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-U.S. Small Cap Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-U.S. Small Cap Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-U.S. Small Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor, that the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-U.S. Small Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of or lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-U.S. Small Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request copies of all its investment records and ledgers relating to the U. S. Micro-U.S. Small Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-U.S. Small Cap Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-U.S. Small Cap Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor Allocated Assets as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor oror the

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the Institutional U. S. Micro-Cap Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the Institutional U. S. Micro-Cap Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the Institutional U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the Institutional U. S. Micro-Cap Series and select the markets on or in which the transactions will be executed. In providing the Institutional U. S. Micro-Cap Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the Institutional U. S. Micro-Cap Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the Institutional U. S. Micro-Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the Institutional U. S. Micro-Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Institutional U. S. Micro-Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the Institutional U. S. Micro-Cap Series to assist the Advisor and the Fund in their compliance with respect to the Institutional U. S. Micro-Cap Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the Institutional U. S. Micro-Cap Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management. (e) The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. MicroCalifornia Tax-Cap Free Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A securities without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. MicroCalifornia Tax-Cap Free Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement statement promptly after it has been filed with the SEC. The parties acknowledge that Investments by the Sub-Advisor's performance objective is as set forth in Advisor shall conform with the provisions of Appendix A (B attached hereto, as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this AgreementAdvisor and the Fund. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. MicroCalifornia Tax-Cap Free Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems place orders pursuant to execute portfolio transactions its investment determinations for the U. S. MicroCalifornia Tax-Cap Free Series and select either directly with the markets on issuer or in which the transactions will be executedwith any broker or dealer. In providing placing orders with the U. S. Micro-Cap Series with investment advisory servicesissuer or dealers, it is recognized that the Sub-Advisor will give primary consideration attempt to securing obtain the best net price and the most favorable price and efficient execution of orders so that its orders. Consistent with this obligation, when the Fund's total cost execution and price offered by two or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policymore brokers or dealers are comparable, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemmay, the investment informationin its discretion, brokerage, research, analyses, trading services purchase and sell portfolio securities to and from brokers and dealers who provide it with research advice and other products provided by the broker-dealer or trading system who may effect or be a party services of lawful assistance to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and in serving the Advisor have access to research, analyses and trading services provided by brokerCalifornia Tax-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Free Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of as the Sub-Advisor or who sell the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such brokerCalifornia Tax-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading servicesFree Series' shares. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. MicroCalifornia Tax-Cap Free Series to assist the Advisor and the Fund in their compliance with respect to the U. S. MicroCalifornia Tax-Cap Free Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. MicroCalifornia Tax-Cap Free Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's California Tax-Free Series' assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during the Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-AdvisorAdvisor (the "Allocated Assets"), from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective of the Allocated Assets is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) : The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) SEC and of all other federal and state regulatory agencies having jurisdiction over the Sub-Advisor in performance of its duties under this Agreement. As reasonably requested by the Advisor or the Fund, the Sub-Advisor will provide information requested by the Advisor or the Fund to comply with the Sarbanes-Oxley Act and thx xxxxx xxx xxgulations promulgated by the SEC thereunder. The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Global Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Cap Global Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Global Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor, that the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Global Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Global Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Sub- Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) . The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request copies of all its investment records and ledgers relating to the U. S. Micro-Cap Global Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) . The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor Allocated Assets as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the Allocated Assets during the month and a list of such assets Showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing Service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as Soon as practicable after such transaction has taken place, and (iii) a quarterly review of the Allocated Assets. The Sub-Advisor shall use its best judgment and efforts in rendering the advice and service to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the AdvisorAdvisor and the Fund's Board of Directors, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor will provide Investments by the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed shall conform with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in provisions of Appendix A (attached hereto, as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this AgreementAdvisor and the Fund. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Global Series' portfolio managed by the Sub-AdvisorAdvisor and will provide regular reports of proxy voting. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSecurities and Exchange Commission. (b) The Sub-Advisor will select broker-dealers or trading systems place orders pursuant to execute portfolio transactions its investment determinations for the U. S. Micro-Cap Global Series and select either directly with the markets on issuer or in which the transactions will be executedwith any broker or dealer. In providing the U. S. Micro-Cap Series placing orders with investment advisory servicesbrokers and dealers, it is recognized that the Sub-Advisor will give primary consideration attempt to securing obtain the best net price and the most favorable price and efficient execution of orders so that its orders. Consistent with this obligation, when the Fund's total cost execution and price offered by two or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policymore brokers or dealers are comparable, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemmay, the investment informationin its discretion, brokerage, research, analyses, trading services purchase and sell portfolio securities to and from brokers and dealers who provide it with research advice and other products provided by the broker-dealer or trading system who may effect or be a party services of lawful assistance to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and in serving the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of as the Sub-Advisor or who sell the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading servicesGlobal Series' shares. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors Fund promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writingrequest. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon at reasonable notice times by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party either the Advisor or the Fund designates: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security is traded, or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor to value securities in their client accounts, at the value specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place; (iii) a quarterly review of the assets under management; and (iv) tax information as requested, on a monthly basis, to the Fund's custodian bank.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Global Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap Global Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Cap Global Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Global Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Global Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Global Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Global Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management. (e) The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement. (f) The Sub-Advisor will sign and execute all documents including futures account agreements and related acknowledgements and disclosures, foreign exchange netting agreements, repurchase agreements, and swap agreements, all either individually or under an umbrella agreement and to take all other action that the Sub- Advisor reasonably considers necessary or advisable in order to carry out its duties under this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Large Cap Value Series' portfolio assigned to the Sub-AdvisorAdvisor (the "Allocated Assets"), from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Large Cap Value Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective of the Allocated Assets is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees that: (a) : The Sub-Advisor will conform with all applicable rules and regulations of the SEC. (b) SEC and of all other federal and state regulatory agencies having jurisdiction over the Sub-Advisor in performance of its duties under this Agreement. As reasonably requested by the Advisor or the Fund, the Sub-Advisor will provide information requested by the Advisor or the Fund to comply with the Sarbanes-Oxley Act and thx xxxxx xxx xxgulations promulgated by the SEC thereunder. The Sub-Advisor will select broker-dealers or trading systems to execute portfolio transactions for the U. S. Micro-Large Cap Value Series and select the markets on or in which the transactions will be executed. In providing the U. S. Micro-Large Cap Value Series with investment advisory services, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading system, the investment information, brokerage, research, analyses, trading services and other products provided by the broker-dealer or trading system who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Large Cap Value Series than might result from the allocation of brokerage to other broker-broker- dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Sub- Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Large Cap Value Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor, that the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Large Cap Value Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Sub- Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Large Cap Value Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Sub- Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) . The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request copies of all its investment records and ledgers relating to the U. S. Micro-Large Cap Value Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Large Cap Value Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Large Cap Value Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) . The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor Allocated Assets as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the Allocated Assets during the month and a list of such assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the Allocated Assets. The Sub-Advisor shall use its best judgment and efforts in rendering the advice and services to the Advisor as contemplated by this Agreement.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-International Small Cap Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-International Small Cap Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement statement promptly after it has been filed with the SEC. The parties acknowledge that Investments by the Sub-Advisor's performance objective is as set forth in Advisor shall conform with the provisions of Appendix A (B attached hereto, as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this AgreementAdvisor and the Fund. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-International Small Cap Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSecurities and Exchange Commission. (b) The Sub-Advisor will select broker-brokers and dealers or trading systems to execute portfolio transactions for the U. S. Micro-International Small Cap Series and select the markets on or in which the transactions transaction will be executed. In providing the U. S. Micro-International Small Cap Series with investment advisory servicesmanagement, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the considering all circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemresponsibility, the research and investment information, brokerage, research, analyses, trading information and other research services and other products provided by the broker-dealer brokers or trading system dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses brokerage and trading research services and products and security and economic analysis provided by broker-dealers and trading systems that brokers who may execute brokerage transactions at a higher cost to the U. S. Micro-International Small Cap Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such brokerage and research services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-International Small Cap Series with broker-dealers or trading systems such brokers, that provide research, analyses brokerage and trading research products and/or services and may that charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system broker would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses brokerage and trading research products and/or services provided by such broker-dealers or trading systems broker viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors Fund from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the researchinformation, analyses services and trading services products provided by such broker-dealers or trading systems brokers may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor's services to other clients. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-International Small Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation 2 to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-International Small Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-International Small Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-International Small Cap Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-International Small Cap Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management.

SUB-ADVISOR DUTIES. Subject to the supervision of the AdvisorAdvisor and the Fund's Board of Directors, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap Global Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap Global Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor will provide Investments by the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed shall conform with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in provisions of Appendix A (attached hereto, as such may be revised from time to time at the discretion of the Advisor); however, failure to satisfy such objective shall not constitute a breach of this AgreementAdvisor and the Fund. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap Global Series' portfolio managed by the Sub-AdvisorAdvisor and will provide regular reports of proxy voting. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SEC.Securities and Exchange Commission; (b) The Sub-Advisor will select broker-dealers or trading systems place orders pursuant to execute portfolio transactions its investment determinations for the U. S. Micro-Cap Global Series and select either directly with the markets on issuer or in which the transactions will be executedwith any broker or dealer. In providing the U. S. Micro-Cap Series placing orders with investment advisory servicesbrokers and dealers, it is recognized that the Sub-Advisor will give primary consideration attempt to securing obtain the best net price and the most favorable price and efficient execution of orders so that its orders. Consistent with this obligation, when the Fund's total cost execution and price offered by two or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policymore brokers or dealers are comparable, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemmay, the investment informationin its discretion, brokerage, research, analyses, trading services purchase and sell portfolio securities to and from brokers and dealers who provide it with research advice and other products provided by the broker-dealer or trading system who may effect or be a party services of lawful assistance to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and in serving the Advisor have access to research, analyses and trading services provided by broker-dealers and trading systems that may execute brokerage transactions at a higher cost to the U. S. Micro-Cap Global Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap Series with broker-dealers or trading systems that provide research, analyses and trading services and may charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses and trading services provided by such broker-dealers or trading systems viewed in terms of either that particular transaction or the overall responsibilities of as the Sub-Advisor or who sell the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the research, analyses and trading services provided by such broker-dealers or trading systems may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the AdvisorGlobal Series' shares; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services.and (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors Fund promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap Global Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap Global Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing.request; and (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon at reasonable notice times by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party either the Advisor or the Fund designates: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security is traded, or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor to value securities in their client accounts, at the value specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place; (iii) a quarterly review of the assets under management; and (iv) tax information as requested, on a monthly basis, to the Fund's custodian bank.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap New Era Growth Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of Directors, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap New Era Growth Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to time. The Advisor will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement promptly after it has been filed with the SEC. The parties acknowledge that the Sub-Advisor's performance objective is as set forth in Appendix A (as such may be revised from time to time at the discretion of the Advisor)A; however, failure to satisfy such objective shall not constitute a breach break of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap New Era Growth Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules and regulations of the SECSecurities and Exchange Commission. (b) The Sub-Advisor will select broker-brokers and dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap New Era Growth Series and select the markets on or in which the transactions transaction will be executed. In providing the U. S. Micro-Cap New Era Growth Series with investment advisory servicesmanagement, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price and efficient execution of orders so that the Fund's total cost or proceeds in each transactions will be the most favorable under the considering all circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemresponsibility, the research and investment information, brokerage, research, analyses, trading information and other research services and other products provided by the broker-dealer brokers or trading system dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses brokerage and trading research services and products and security and economic analysis provided by broker-dealers and trading systems that brokers who may execute brokerage transactions at a higher cost to the U. S. Micro-Cap New Era Growth Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such brokerage and research services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap New Era Growth Series with broker-dealers or trading systems such brokers, that provide research, analyses brokerage and trading research products and/or services and may that charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system broker would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses brokerage and trading research products and/or services provided by such broker-dealers or trading systems broker viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors Fund from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the researchinformation, analyses services and trading services products provided by such broker-dealers or trading systems brokers may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor's services to other clients. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap New Era Growth Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price of lower brokerage commissions and efficient execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap New Era Growth Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap New Era Growth Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap New Era Growth Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap New Era Growth Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon reasonable notice by any person designated by the Advisor or the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and, for each security listed on any national securities exchange, its value at the last quoted sale price reported on the composite tape on the valuation date or, in the cases of securities not so reported, by the principal exchange on which the security traded or, if no trade was made on the valuation date or if such security is not listed on any exchange, its value as determined by a nationally recognized pricing service used by the Sub-Advisor specified by such pricing service on the valuation date, and for any other security or asset in a manner determined in good faith by the Sub-Advisor to reflect its then fair market value; (ii) statements evidencing any purchases and sales as soon as practicable after such transaction has taken place, and (iii) a quarterly review of the assets under management.

SUB-ADVISOR DUTIES. Subject to the supervision of the Advisor, the Sub-Advisor shall have full discretionary authority as agent and attorney-in-fact with respect to the portion of assets of the U. S. Micro-Cap International Growth Series' portfolio assigned to the Sub-Advisor, from time to time by the Advisor or the Board of DirectorsAdvisor, including authority to: (a) buy, sell, exchange, convert or otherwise trade in any stocks and other marketable securities, in accordance with the investment guidelines set forth in Appendix A without limitation and (b) place orders for the execution of such securities transactions with or through such brokers, dealers, or issuers as Sub-Advisor may select. The Sub-Advisor will provide the services under this Agreement in accordance with the U. S. Micro-Cap International Growth Series' registration statement filed with the Securities and Exchange Commission ("SEC"), as that registration statement is amended and supplemented from time to timeamended. The Advisor 1 will provide the Sub-Advisor with a copy of each registration statement, amendment and supplement statement promptly after it has been filed with the SEC. The parties acknowledge that Investments by the Sub-Advisor's performance objective is as set forth in Advisor shall conform with the provisions of Appendix A (B attached hereto, as such may be revised from time to time at the discretion of the Advisor and the Fund and as provided to the Sub-Advisor); however, failure to satisfy such objective shall not constitute a breach of this Agreement. Subject to the foregoing, the Sub-Advisor will vote proxies with respect to the securities and investments purchased with the assets of the U. S. Micro-Cap International Growth Series' portfolio managed by the Sub-Advisor. The Sub-Advisor further agrees thatthat it will: (a) The Sub-Advisor will conform with all applicable rules requirements set out in the Fund's compliance manual to be mutually agreed upon by the Advisor and regulations of the SECSub-Advisor. (b) The Sub-Advisor will select broker-brokers and dealers or trading systems to execute portfolio transactions for the U. S. Micro-Cap International Growth Series and select the markets on or in which the transactions transaction will be executed. In providing the U. S. Micro-Cap International Growth Series with investment advisory servicesmanagement, it is recognized that the Sub-Advisor will give primary consideration to securing the most favorable price seeking best execution for all portfolio transactions and efficient execution of orders in doing so that the Fund's total cost or proceeds in each transactions will be the most favorable under the circumstances. Within the framework of this policy, the Sub-Advisor may consider the financial condition of the broker-dealer or trading systemresponsibility, the research and investment information, brokerage, research, analyses, trading information and other research services and other products provided by the broker-dealer brokers or trading system dealers who may effect or be a party to any such transaction or other transactions to which the Sub-Advisor's other clients may be a party. It is understood that it is desirable for the Fund that the Sub-Advisor and the Advisor have access to research, analyses brokerage and trading research services and products and security and economic analysis provided by broker-dealers and trading systems that brokers who may execute brokerage transactions at a higher cost to the U. S. Micro-Cap International Growth Series than might result from the allocation of brokerage to other broker-dealers or trading systems that do not provide such brokerage and research services. Therefore, in compliance with Section 28(e) of the Securities Exchange Act of 1934 (the "1934 Act"), the Sub-Advisor is authorized to place orders for the purchase and sale of securities for the U. S. Micro-Cap International Growth Series with broker-dealers or trading systems such brokers, that provide research, analyses brokerage and trading research products and/or services and may that charge an amount of commission for effecting securities transactions in excess of the amount of commission another broker-dealer or trading system broker would have charged for effecting that transaction, provided the Sub-Advisor (or in the case of research, analyses and trading services provided to the Advisor) determines in good faith that such amount of commission was reasonable in relation to the value of the research, analyses brokerage and trading research products and/or services provided by such broker-dealers or trading systems broker viewed in terms of either that particular transaction or the overall responsibilities of the Sub-Advisor or the Advisor for this or other advisory accounts, subject to review by the Fund's Board of Directors Fund from time to time with respect to the extent and continuation of this practice to determine whether the Fund benefits, directly or indirectly, from such practice. It is understood that the researchinformation, analyses services and trading services products provided by such broker-dealers or trading systems brokers may be useful to the Sub-Advisor or the Advisor in connection with the other clients of the Sub-Advisor or the Advisor's services to other clients. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interest of the U. S. Micro-Cap International Growth Series as well as other clients of the Sub-Advisor or the Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order subject to obtain the most favorable price of lower brokerage commissions and efficient best execution. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, shall be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the U. S. Micro-Cap International Growth Series and to such other clients. The Sub-Advisor agrees to use its best efforts to direct brokerage to certain broker-dealers or trading systems as may be requested from time to time by the Advisor; however, such directed brokerage decisions shall be made in the discretion of the Sub-Advisor and shall be consistent with the Sub-Advisor's obligation to use its best efforts to obtain best execution as required by the policy discussed above in this section. Such directed brokerage may be used to obtain research used by the Advisor or for other purposes determined by the Advisor, such as offsetting the operating expenses of the Fund. The Sub-Advisor, at the request of the Advisor, shall render reports to the Advisor in such form and at such times as may be reasonably required, setting forth the amount of total brokerage business which has been placed by it and the allocation thereof among broker-dealers and trading systems and specifically indicating those broker-dealers and trading systems which provided research, analyses and trading services. (c) The Sub-Advisor will make available to the Advisor and the Fund's Board of Directors promptly upon their request all its investment records and ledgers relating to the U. S. Micro-Cap International Growth Series to assist the Advisor and the Fund in their compliance with respect to the U. S. Micro-Cap International Growth Series' securities transactions as required by the 1940 Act and the Investment Advisers Act of 1940 (the "Advisers Act"), as well as other applicable laws. The Sub-Advisor will furnish the Fund's Board of Directors with respect to the U. S. Micro-Cap International Growth Series such periodic and special reports as the Advisor and the Directors may reasonably request in writing. (d) The Sub-Advisor will maintain detailed records of the Fund's assets managed by the Sub-Advisor as well as all investments, receipts, disbursements and other transactions made with such assets. Such records shall be open to inspection and audit during Sub-Advisor's normal business hours upon 2 reasonable notice by any person designated by the Advisor oror the Fund. The Sub-Advisor shall provide to the Advisor or the Fund and any other party designated by either the Advisor or the Fund: (i) monthly statements of the activities with regard to the assets for the month and of the assets showing each asset at its cost and its fair market value as determined according to the reasonable procedures established by the Sub-Advisor and (ii) a quarterly review of the assets under management.