Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portionSeries, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment Series from time to time invests. The Sub-Adviser shall manage the Segment Series in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Series may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser Subadviser shall, subject to the supervision of the Manager and of in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion of the assets of the Series as Portfolio. The Subadviser shall invest and reinvest the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf assets of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies Portfolio in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment in conformity accordance with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s Directors that have been furnished in writing to the Sub-Adviser Subadviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code)) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "“1940 Act"”) and the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Sub-Adviser shall be entitled Manager agrees to treat inform the Segment as though Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the Segment constituted investments the entire SeriesPortfolio might otherwise make (“Insurance Restrictions”), and to inform the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser Subadviser shall, make reasonable commercial efforts , upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the PoliciesPolicies and Subadvisor shall not be liable for any losses resulting from such transactions.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator")Manager, manage the investment and reinvestment of such portion of the assets of the Series Company as the Manager may from time to time allocate to the Sub-Adviser for management (such portionthe “Designated Assets”), the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series Company to vote and shall vote all proxies and exercise all other rights of the Series Company as a security holder of companies in which the Segment Company from time to time invests. The Sub-Adviser shall manage the Segment Designated Assets in conformity with (1) the Company’s Memorandum and Articles of Association, (2) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the SeriesFund, (23) any additional policies or guidelines established by the Manager or by the Trust's trustees Board of Directors of the Company that have been furnished in writing to the Sub-Adviser Adviser, all as from time to time in effect, and with all laws, rules and regulations applicable to the Fund (3) collectively, the “Applicable Laws”), including but not limited to the provisions of the Internal Revenue Code Code, as amended (the "“Code") ”), applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the "“1940 Act") ”), and the rules and regulations thereunder. For purposes of , such that the Fund is in compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policiessuch Applicable Laws. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds bonds, derivative contracts and other securities and investment instruments on behalf of the SeriesCompany, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment assets of the Company may be invested in such proportions of stocks, bonds, derivative contracts, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of in cooperation with any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time Portfolio. Subject to time allocate to the Sub-Adviser for management (such portionparagraph 1.g. below, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s Directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code)) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "“1940 Act") and ”), the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Sub-Adviser shall be entitled of any and all applicable state insurance law restrictions that operate to treat limit or restrict the Segment as though investments the Segment constituted the entire SeriesPortfolio might otherwise make (“Insurance Restrictions”), and to inform the Sub-Adviser shall not be responsible in any way for the compliance promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator")Manager, manage the investment and reinvestment of such portion of the assets of the Series each Fund as the Manager or its designee may from time to time allocate to the Sub-Adviser for management (such portioneach a “Segment” and, collectively, the "Segment") and the “Segments”). The Sub-Adviser shall have the authority on behalf of the Series each Fund to vote and shall vote all proxies and exercise all other rights of the Series Funds as a security holder of companies in which the Segment Segments from time to time investsinvest. The Sub-Adviser shall manage the each Segment in conformity with (1) the investment objective, policies and restrictions of the Series applicable Segment of the applicable Fund set forth in the Trust's ’s prospectus and statement of additional information relating to the SeriesFund, (2) any additional policies or guidelines established by the Manager or by the Trust's ’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the each Segment as though the Segment constituted the entire SeriesFund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the SeriesFunds, other than the SegmentSegments, with the Policies, or for the compliance of the SeriesFunds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that Natixis Advisors believes should be monitored for at the Fund level (for example, concentration, diversification and liquidity limits). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the a Segment as the Manager shall determine are necessary in order for the Series applicable Fund to comply with the Policies.

Sub-Advisory Services. a. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and of any administrator appointed by the Manager (the "Administrator")Adviser, manage the investment and reinvestment of such portion of the assets of the Series Fund, as the Manager Adviser may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the “Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time investsAdvised Assets”). The Sub-Adviser shall manage the Segment Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Series Fund set forth in the Trust's Fund’s prospectus and statement of additional information relating information, as they may be amended from time to the Seriestime, (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the Trust's trustees ’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and/or the Trust as delivered; and (3iii) the provisions requirements of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively1940 Act , the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Advisers Act of 1940 (the "1940 “Advisers Act") ”), and all other federal and state laws applicable to registered investment companies and the rules and regulations thereunderSub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment Sub-Advised Assets as though the Segment Sub-Advised Assets constituted the entire SeriesFund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the SeriesFund, other than the Segment, with the Policies, or for the compliance of the Series, taken as a wholeSub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Segment Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Series Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series Series, consisting of two separate portfolios, as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. (a) The Sub-Adviser Subadviser shall, subject to the supervision of the Manager and of in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as Portfolio. The Subadviser shall invest and reinvest the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf assets of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees Directors that have been furnished in writing to the Sub-Adviser Subadviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code)) and "segregated asset accounts" (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission ("SEC") ("SEC Positions"); provided, however, that the Sub-Adviser shall be entitled Manager agrees to treat inform the Segment as though Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the Segment constituted investments the entire SeriesPortfolio might otherwise make ("Insurance Restrictions"), and to inform the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.

Sub-Advisory Services. a. (a) The Sub-Adviser Subadviser shall, subject to the supervision of the Manager and of in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion of the assets of the Series as Portfolio. The Subadviser shall invest and reinvest the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf assets of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s Directors that have been furnished in writing to the Sub-Adviser Subadviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code)) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "“1940 Act"”) and the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Sub-Adviser shall be entitled Manager agrees to treat inform the Segment as though Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the Segment constituted investments the entire SeriesPortfolio might otherwise make (“Insurance Restrictions”), and to inform the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time Portfolio. Subject to time allocate to the Sub-Adviser for management (such portionparagraph 1.g. below, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's Fund’s prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees Fund’s Directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code)) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "“1940 Act") and ”), the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Manager agrees to inform the Sub-Adviser shall be entitled of any and all applicable state insurance law restrictions that operate to treat limit or restrict the Segment as though investments the Segment constituted the entire SeriesPortfolio might otherwise make (“Insurance Restrictions”), and to inform the Sub-Adviser shall not be responsible in any way for the compliance promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser Subadviser shall, subject to the supervision of the Manager and of in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion of the assets of the Series as Portfolio. The Subadviser shall invest and reinvest the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf assets of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the Trust's ’s prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the “Prospectus”), (2) any additional policies or guidelines established by the Manager or by the Trust's trustees ’s Trustees that have been furnished in writing to the Sub-Adviser Subadviser and (3) the provisions of the Internal Revenue Code (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code)) and “segregated asset accounts” (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "“1940 Act"”) and the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission (“SEC”) (“SEC Positions”); provided, however, that the Sub-Adviser shall be entitled Manager agrees to treat inform the Segment as though Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the Segment constituted investments the entire SeriesPortfolio might otherwise make (“Insurance Restrictions”), and to inform the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") ), and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; ., however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of in cooperation with any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time Portfolio. Subject to time allocate to the Sub-Adviser for management (such portionparagraph 1.g. below, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees Directors that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code)) and "segregated asset accounts" (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and ), the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission ("SEC") ("SEC Positions"); provided, however, that the Manager agrees to inform the Sub-Adviser shall be entitled of any and all applicable state insurance law restrictions that operate to treat limit or restrict the Segment as though investments the Segment constituted the entire SeriesPortfolio might otherwise make ("Insurance Restrictions"), and to inform the Sub-Adviser shall not be responsible in any way for the compliance promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.

Sub-Advisory Services. a. (a) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and of any administrator appointed by the Manager (the "Administrator")Adviser, manage the investment and reinvestment of such portion of the assets of the Series Fund, as the Manager Adviser may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the “Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time investsAdvised Assets”). The Sub-Adviser shall manage the Segment Sub-Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Series Fund set forth in the Trust's ’s prospectus and statement of additional information relating to the SeriesFund, (2) as they may be amended from time to time, any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the Trust's trustees Board that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (3iii) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the "“1940 Act") ”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the rules and regulations thereunderSub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment Sub-Advised Assets as though the Segment Sub-Advised Assets constituted the entire SeriesFund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the SeriesFund, other than the Segment, with the Policies, or for the compliance of the Series, taken as a wholeSub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend sell and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Segment Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Series Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. a. (a) The Sub-Adviser shall, to the extent applicable and subject to the supervision and oversight of the Manager and of any administrator appointed by the Manager (the "Administrator")Adviser, manage the investment and reinvestment of such portion of the assets of the Series Fund and perform such other obligations, as the Manager Adviser may from time to time allocate to the Sub-Adviser for management (such portionAdviser, the "Segment") and the Sub-Adviser shall have agrees to undertake, the authority on behalf of obligations described in Scheduel B attached hereto, which is incorporated herein by reference (the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests“Sub-Advised Assets”). The Sub-Adviser shall manage the Segment Sub-Advised Assets and perform such other obligations in conformity with (1i) the investment objective, policies and restrictions of the Series Fund set forth in the Trust's ’s prospectus and statement of additional information relating to the SeriesFund, (2) as they may be amended from time to time, any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Trust’s Chief Compliance Officer, or by the Trust's trustees ’s Board of Trustees (“Board”) that have been furnished in writing to the Sub-Adviser, (ii) the written instructions and directions received from the Adviser and the Trust as delivered; and (3iii) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the "“1940 Act") ”), the Investment Advisers Act of 1940 (“Advisers Act”), and all other federal and state laws applicable to registered investment companies and the rules and regulations thereunderSub-Adviser’s duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the “Policies.” SWAN - Sub-Advisory Agreement - ARGI - FINAL For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment Sub-Advised Assets as though the Segment Sub-Advised Assets constituted the entire SeriesFund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the SeriesFund, other than the Segment, with the Policies, or for the compliance of the Series, taken as a wholeSub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFund, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; 2(a), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Segment Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Series Fund to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Fund with securities included within the Sub-Advised Assets.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") ), and the Sub-Adviser shall have the authority on behalf of the Series to vote and shall vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code of 1986, as amended, (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended, (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "“Administrator"”), manage the investment and reinvestment of such portion of the assets of the Series each Fund as the Manager or its designee may from time to time allocate to the Sub-Adviser for management (such portioneach a “Segment” and, collectively, the "Segment") and the “Segments”). The Sub-Adviser shall have the authority on behalf of the Series each Fund to vote and shall vote all proxies and exercise all other rights of the Series Funds as a security holder of companies in which the Segment Segments from time to time investsinvest. The Sub-Adviser shall manage the each Segment in conformity with (1) the investment objective, policies and restrictions of the Series applicable Segment of the applicable Fund set forth in the Trust's ’s prospectus and statement of additional information relating to the SeriesFund, , (2) any additional policies or guidelines established by the Manager or by the Trust's ’s trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code as amended (the "“Code"”) applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "“Policies"”), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 1940, as amended (the "“1940 Act"”) and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the each Segment as though the Segment constituted the entire SeriesFund, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the SeriesFunds, other than the SegmentSegments, with the Policies, or for the compliance of the SeriesFunds, taken as a whole, with the Policies. For clarification, the Sub-Adviser is not responsible for the requirements of the Code or the 1940 Act that NGAM Advisors believes should be monitored for at the Fund level (for example, concentration, diversification and liquidity limits). Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesFunds, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment each Fund may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the a Segment as the Manager shall determine are necessary in order for the Series applicable Fund to comply with the Policies.

Sub-Advisory Services. a. The Sub-Adviser shall, subject to the supervision of the Manager and of any administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser Advisor shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment in conformity with (1) the investment objective, policies and restrictions of the Series set forth in the Trust's prospectus and statement of additional information relating to the Series, (2) any additional policies or guidelines established by the Manager or by the Trust's trustees that have been furnished in writing to the Sub-Adviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment as though the Segment constituted the entire Series, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the Series, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; however, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment as the Manager shall determine are necessary in order for the Series to comply with the Policies.

Sub-Advisory Services. a. (a) The Adviser hereby appoints the Sub-Adviser to act as a sub-adviser to the Portfolio for the periods and on the terms herein set forth. The Sub-Adviser accepts such appointment and agrees to render the services herein set forth, for the compensation herein provided. (b) The Sub-Adviser shall, subject to the supervision and oversight of the Manager and of any administrator appointed by the Manager (the "Administrator")Adviser, manage the investment and reinvestment of such portion of the assets of the Series Portfolio, as the Manager Adviser may from time to time allocate to the Sub-Sub- Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time investsAdvised Assets"). The Sub-Adviser shall manage the Segment Sub- Advised Assets in conformity with (1i) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustPortfolio's prospectus and statement of additional information relating information, as they may be amended from time to the Seriestime, (2) any additional policies or guidelines guidelines, including without limitation compliance policies and procedures, established by the Manager Adviser, the Fund's Chief Compliance Officer, or by the TrustFund's trustees Board of Directors ("Board") that have been furnished in writing to the Sub-Adviser and Adviser, (3ii) the provisions asset diversification tests applicable to regulated investment companies pursuant to section 851(b)(3) of the Internal Revenue Code Code, (iii) the "Code"written instructions and directions received from the Adviser or the Fund as delivered; and (iv) applicable to "regulated investment companies" (as defined in Section 851 of the Code), all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions requirements of the Investment Company Act of 1940 (the "1940 Act") ), the Investment Advisers Act of 1940 ("Advisers Act"), and all other applicable federal and state laws governing the rules and regulations thereunderperformance of the Sub- Adviser's duties under this Agreement, all as may be in effect from time to time. The foregoing are referred to below together as the "Policies." For purposes of compliance with the Policies, the Sub-Adviser shall be entitled to treat the Segment Sub-Advised Assets as though the Segment Sub-Advised Assets constituted the entire SeriesPortfolio, and the Sub-Adviser shall not be responsible in any way for the compliance of any assets of the SeriesPortfolio, other than the Segment, with the Policies, or for the compliance of the Series, taken as a wholeSub-Advised Assets, with the Policies. Subject to the foregoing, the Sub-Adviser is authorized, in its discretion and without prior consultation with the ManagerAdviser, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Sub-Advised Assets may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Sub- Adviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; 1(b), however, (i) the Sub-Adviser shall, upon and in accordance with written instructions from the ManagerAdviser, effect such portfolio transactions for the Segment Sub-Advised Assets as the Manager Adviser shall determine are necessary in order for the Series Portfolio to comply with the Policies, and (ii) upon notice to the Sub-Adviser, the Adviser may effect in-kind redemptions with shareholders of the Portfolio with securities included within the Sub-Advised Assets or effect such portfolio transactions for the Sub-Advised Assets as the Adviser shall determine are necessary in order for the Portfolio to comply with the Policies. (c) Absent instructions from the Adviser or the officers of the Fund to the contrary, the Sub- Adviser shall place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer or other person who deals in the securities in which the Portfolio is trading. In executing portfolio transactions and selecting brokers, dealers or other persons, the Sub-Adviser shall use its best judgment to obtain the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Adviser shall consider all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available and in selecting the broker or dealer to execute a particular transaction, the Sub-Adviser may also consider the brokerage and research services (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934) provided to the Portfolio and/or other account over which the Sub-Adviser and/or an affiliate of the Sub- Adviser exercises investment discretion. Brokers or dealers selected by the Sub-Adviser for the purchase and sale of securities or other investment instruments for the Sub-Advised Assets may include brokers or dealers affiliated with the Sub-Adviser, provided such orders comply with Rules 17e-1 and 10f-3 under the 1940 Act and the Fund's Rule 17e-1 and Rule 10f-3 Procedures, respectively, in all respects or any other applicable exemptive rules or orders applicable to the Sub-Adviser. Notwithstanding the foregoing, the Sub-Adviser will not effect any transaction with a broker or dealer that is an "affiliated person" (as defined under the 0000 Xxx) of the Sub-Adviser or the Adviser without the prior approval of the Adviser. The Adviser shall provide the Sub-Adviser with a list of brokers or dealers that are affiliated persons of the Adviser. (d) The Sub-Adviser acknowledges that the Adviser and the Fund may rely on Rules 17a-7, 17a-10, 10f-3 and 17e-1 under the 1940 Act, and the Sub- Adviser hereby agrees that it shall not consult with any other investment adviser to the Fund with respect to transactions in securities for the Sub-Advised Assets or any other transactions in the Fund's assets, other than for the purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act. (e) The Sub-Adviser has provided the Adviser with a true and complete copy of its compliance policies and procedures for compliance with Rule 206(4)-7 of the Advisers Act (the "Sub- Adviser Compliance Policies"). The Sub- Adviser's chief compliance officer ("Sub-Adviser CCO") shall provide to the Fund's Chief Compliance Officer ("Fund CCO") or his or her delegatee promptly (and in no event in more than 10 business days) the following: (i) a report of any material changes to the Sub-Adviser Compliance Policies; (ii) a report of any compliance matter about which the Adviser or the Fund's Board of Directors would reasonably need to know to oversee Fund compliance, and that involves, without limitation: (A) a violation of the securities laws by the Sub-Adviser or any of its officers, directors, employees or agents; (B) a violation of the Policies or the Sub-Adviser Compliance Policies by the Sub-Adviser or any of its officers, directors, employees or agents; and/or (C) a weakness in the design or implementation of the Policies; and (iii) an annual (or more frequently as the Fund CCO may request) certification regarding the Sub-Adviser's compliance with Rule 206(4)-7 under the Advisers Act, the Policies and this Agreement . (f) The Sub-Adviser may, on occasions when it deems the purchase or sale of a security to be in the best interests of the Portfolio as well as other fiduciary or agency accounts managed by the Sub- Adviser, aggregate, to the extent permitted by applicable laws and regulations, the securities to be sold or purchased in order to obtain the best overall terms available and execution with respect to common and preferred stocks and the best net price and execution with respect to other securities. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner it considers to be most fair and equitable over time to the Portfolio and to its other accounts. (g) The Sub-Adviser, in connection with its rights and duties with respect to the Portfolio and the Fund shall use the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. (h) The services of the Sub-Adviser hereunder are not deemed exclusive and the Sub-Adviser shall be free to render similar services to others (including other investment companies) so long as its services under this Agreement are not impaired thereby. The Sub-Adviser will waive enforcement of any non-compete agreement or other agreement or arrangement to which it is currently a party that restricts, limits, or otherwise interferes with the ability of the Adviser to employ or engage any person or entity to provide investment advisory or other services and will transmit to any person or entity notice of such waiver as may be required to give effect to this provision; and the Sub-Adviser will not become a party to any non-compete agreement or any other agreement, arrangement, or understanding that would restrict, limit, or otherwise interfere with the ability of the Adviser and the Fund or any of their affiliates to employ or engage any person or organization, now or in the future, to manage the Portfolio or any other assets managed by the Adviser. (i) The Sub-Adviser shall furnish the Adviser and the administrator of the Fund (the "Administrator") daily reports concerning portfolio transactions and holdings of the Sub- Advised Assets as the Adviser may reasonably determine in such form as may be mutually agreed upon, and agrees to review the Sub-Advised Assets with the Adviser and discuss the management of the Sub-Advised Assets. The Sub- Adviser shall promptly respond to requests by the Adviser, the Administrator, and the Fund CCO or their delegates for copies of the pertinent books and records maintained by the Sub-Adviser relating directly to the Portfolio. The Sub- Adviser shall also provide the Adviser with such other information and reports, including information and reports related to compliance matters, as may reasonably be requested by it from time to time, including without limitation all material requested by or required to be delivered to the Board. (j) Unless otherwise agreed, the Sub-Adviser shall have the power, discretion and responsibility to vote any proxies in connection with securities in which the Sub-Advised Assets may be invested. (k) The Sub-Adviser shall cooperate promptly and fully with the Adviser and/or the Fund in responding to any regulatory or compliance examinations or inspections (including any information requests) relating to the Fund, the Portfolio or the Adviser brought by any governmental or regulatory authorities. The Sub-Adviser shall provide to the Fund CCO or his or her delegate notice of any deficiencies that are identified by the United States Securities and Exchange Commission ("SEC") in written correspondence to the Sub-Adviser and that relate to the services provided by the Sub- Adviser to the Portfolio pursuant to this Agreement. The Sub-Adviser shall provide such notification within a reasonable period after receiving the correspondence. The Sub-Adviser shall provide additional information with respect to such deficiencies as is reasonably requested by the Fund CCO or his or her delegatee. (l) The Sub-Adviser shall be responsible for the preparation and filing of Schedule 13G and Form 13F on behalf of the Sub-Advised Assets. The Sub-Adviser shall not be responsible for the preparation or filing of any other reports required on behalf of the Sub-Advised Assets, except as may be expressly agreed to in writing. (m) The Sub-Adviser shall maintain all books and records with respect to the Sub-Advised Assets as are required of an investment adviser of a registered investment company pursuant to the 1940 Act and the rules thereunder. Any records required to be maintained and preserved pursuant to the provisions of Rule 31a-1 and Rule 31a-2 promulgated under the 1940 Act that are prepared or maintained by the Sub-Adviser on behalf of the Fund are the property of the Fund and will be surrendered promptly to the Fund upon request. The Sub-Adviser further agrees to preserve for the periods prescribed in Rule 31a- 2 under the 1940 Act the records required to be maintained under Rule 31a-1 under the 1940 Act. (n) The Sub-Adviser shall promptly notify the Adviser of any financial condition that is likely to impair the Sub-Adviser's ability to fulfill its commitments under this Agreement. 2.

Sub-Advisory Services. a. The Sub-Adviser Subadviser shall, subject to the supervision of the Manager and of in cooperation with the Manager, as administrator, or with any other administrator appointed by the Manager (the "Administrator"), manage the investment and reinvestment of such portion of the assets of the Series as Portfolio. The Subadviser shall invest and reinvest the Manager may from time to time allocate to the Sub-Adviser for management (such portion, the "Segment") and the Sub-Adviser shall have the authority on behalf assets of the Series to vote all proxies and exercise all other rights of the Series as a security holder of companies in which the Segment from time to time invests. The Sub-Adviser shall manage the Segment Portfolio in conformity with (1) the investment objective, policies and restrictions of the Series Portfolio set forth in the TrustFund's prospectus and statement of additional information information, as revised or supplemented from time to time, relating to the SeriesPortfolio (the "Prospectus"), (2) any additional policies or guidelines established by the Manager or by the TrustFund's trustees Directors that have been furnished in writing to the Sub-Adviser Subadviser and (3) the provisions of the Internal Revenue Code (the "Code") applicable to "regulated investment companies" (as defined in Section 851 of the Code)) and "segregated asset accounts" (as defined in Section 817 of the Code) including, but not limited to, the diversification requirements of Section 817(h) of the Code and the regulations thereunder, all as from time to time in effect (collectively, the "Policies"), and with all applicable provisions of law, including without limitation all applicable provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder. For purposes thereunder and the interpretive opinions thereof of compliance with the Policiesstaff of the Securities and Exchange Commission ("SEC") ("SEC Positions"); provided, however, that the Sub-Adviser shall be entitled Manager agrees to treat inform the Segment as though Subadviser of any and all applicable state insurance law restrictions that operate to limit or restrict the Segment constituted investments the entire SeriesPortfolio might otherwise make ("Insurance Restrictions"), and to inform the Sub-Adviser shall not be responsible in any way for the compliance Subadviser promptly of any assets of the Series, other than the Segment, with the Policies, or for the compliance of the Series, taken as a whole, with the Policieschanges in such Insurance Restrictions. Subject to the foregoing, the Sub-Adviser Subadviser is authorized, in its discretion and without prior consultation with the Manager, to buy, sell, lend and otherwise trade in any stocks, bonds and other securities and investment instruments on behalf of the SeriesPortfolio, without regard to the length of time the securities have been held and the resulting rate of portfolio turnover or any tax considerations; and the majority or the whole of the Segment Portfolio may be invested in such proportions of stocks, bonds, other securities or investment instruments, or cash, as the Sub-Adviser Subadviser shall determine. Notwithstanding the foregoing provisions of this Section 1.a; , however, the Sub-Adviser Subadviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Segment Portfolio as the Manager shall determine are necessary in order for the Series Portfolio to comply with the Policies.