Common use of The Subadviser's Services Clause in Contracts

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the Series, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the Series, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the Series, to determine what securities investments should be purchased purchased, sold and sold loaned by the Series and to monitor on a continuing basis the performance of the portfolio securities investments of the Series. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Series and, subject to the provisions of the following paragraphthis section, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice notice, with normally no more than one such meeting each year held at the Manager's offices and the other such meetings by telephone conference, and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the Prospectus and Statement of Additional Information of the Trust relating to in writingthe Series. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Manager or from Series' brokerage and the fund accountant, manner in which that brokerage was allocated. The Series' assets shall be maintained in the custody of the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser (who shall notify be identified by the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets of the Series and shall not be liable for any loss resulting from any act or omission of the Custodian other than acts or omissions arising in reliance on instructions of the Subadviser. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished in writing to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished in writing to the Subadviser, to develop, recommend and implement such investment program and strategy for the Series, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the Series, to determine what securities investments should be purchased and purchased, sold and, if applicable, loaned by the Series and to monitor on a continuing basis the performance of the portfolio securities investments of the Series. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Series and, subject to the provisions of the following paragraphthis section, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security purchasedinvestment purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become in the foreseeable future the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the Prospectus and Statement of Additional Information of the Trust relating to in writingthe Series. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Manager or from Series' brokerage and the fund accountant, manner in which that brokerage was allocated. The Series' assets shall be maintained in the custody of the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser (who shall notify be identified by the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets of the Series and shall not be liable for any loss resulting from any act or omission of the Custodian, other than acts or omissions arising in reliance on instructions of the Subadviser where the Custodian has acted without negligence. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust Board and furnished to the SubadviserSubadviser in writing, and in accordance with the instructions and procedures of the Manager furnished to the Subadviser in writing, to develop, recommend and implement such investment program and strategy for the Series, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the Series, to determine what securities investments should be purchased and purchased, sold and, if applicable, loaned by the Series and to monitor on a continuing basis the performance of the portfolio securities investments of the Series. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Series and, subject to the provisions of the following paragraphthis section, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the Prospectus and Statement of Additional Information of the Trust relating to in writingthe Series. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Manager or from Series' brokerage and the fund accountant, manner in which that brokerage was allocated. The Series' assets shall be maintained in the custody of the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser (who shall notify be identified by the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets of the Series and shall not be liable for any loss resulting from any act or omission of the Custodian other than acts or omissions arising in reliance on instructions of the Subadviser. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such discretionary investment program and strategy for the Series, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the Series, to determine what securities investments should be purchased purchased, sold and sold loaned by the Series and to monitor on a continuing basis the performance of the portfolio securities investments of the Series. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Series and, subject to the provisions of the following paragraphthis section, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the Prospectus and Statement of Additional Information of the Trust relating to in writingthe Series. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Manager or from Series' brokerage and the fund accountant, manner in which that brokerage was allocated. The Series' assets shall be maintained in the custody of the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser (who shall notify be identified by the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets of the Series and shall not be liable for any loss resulting from any act or omission of the Custodian other than acts or omissions arising in reliance on instructions of the Subadviser. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to all or a portion of the Seriesinvestment portfolio of the Select Equity Portfolio, as may be determined from time to time by the Manager. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series Select Equity Portfolio as set forth in the current Prospectus and Statement of Additional Information of the Trust and/or the Select Equity Portfolio, including amendments (including amendments) furnished to the Subadviser and "Registration Statement"), in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and shares, subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, and to the extent requested by the Manager, to develop, recommend and implement such investment program and strategy for the SeriesSelect Equity Portfolio as may from time to time be most appropriate to the achievement of the investment objectives of the Select Equity Portfolio as stated in the Registration Statement, to provide research and analysis relative to the investment program and investments of the SeriesSelect Equity Portfolio, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the SeriesSelect Equity Portfolio. In addition, if requested by the Manager, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's Select Equity Portfolio' custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the SeriesSelect Equity Portfolio, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesSelect Equity Portfolio. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Select Equity Portfolio in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain for the Select Equity Portfolio the most favorable price and execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageavailable, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Select Equity Portfolio' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Select Equity Portfolio to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series Select Equity Portfolio or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series Select Equity Portfolio or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesSelect Equity Portfolio.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated May 1, 1998 between the Manager and the Trust. Subject to the supervision of the Manager and the Trust's Board of Trustees, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated March 1, 1998 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets, to be responsible for the proxy voting of the securities purchased and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, ; settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions All information and advice furnished by either party to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making treated as confidential and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required disclosed to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodianthird parties, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Managerrequired by law. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Seriesportfolio of Ivy International Fund (the "Portfolio"), being one of the portfolio series of the Fund, which is under the management of the Manager pursuant to a Business Management and Investment Advisory Agreement between the Manager and the Fund dated December 31, 1991. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series Portfolio as set forth in the current Prospectus and Statement of Additional Information prospectus of the Trust (including amendments) furnished to the Subadviser and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadviser, Fund governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesPortfolio as may from time to time in the circumstances appear most appropriate to the achievement of the investment objective of the Portfolio as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the SeriesPortfolio, to determine what securities should be purchased and sold and what portion of the assets of the Portfolio should be held in cash or cash equivalents and to monitor on a continuing basis the performance of the portfolio securities of the SeriesPortfolio. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available, as such phrase is used in the Fund's current prospectus. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Fund or the Manager may reasonably request, the Subadviser will furnish to the Manager, TrustFund's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in the SeriesPortfolio, all in such detail as the Trust Fund or the Manager may reasonably request. The Subadviser will also inform the Manager, TrustFund's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and officers Fund's officer and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Portfolio in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain for the Portfolio the most favorable price and execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageavailable, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Portfolio's best interests at all times, shall consider all factors it deems relevant, including by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Fund may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Contract or otherwise solely by reason of its having caused the Portfolio to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or of the Subadviser's overall responsibilities that the Subadviser has with respect to the Series Portfolio and to accounts over other clients of the Subadviser as to which it the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust Fund such information as may reasonably be requested necessary in order for such Trustees Trustee to evaluate this Agreement Contract or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 Sections 4 or 5 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as unless otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager Fund in any way or otherwise be deemed to be an agent of the Trust, the Series Fund or of the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated March 1, 1998 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust’s Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets, to be responsible for the proxy voting of the securities purchased and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, ; settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's ’s officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's ’s officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust’s officers and Trustees of and the Trust Manager’s officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions All information and advice furnished by either party to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making treated as confidential and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required disclosed to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodianthird parties, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Managerrequired by law. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of AARP U.S. Stock Index Fund (the "Series"), being one of the portfolio series of the Trust, which is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated February 1, 1994, as supplemented February 1, 1997. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Fund's Declaration of Trust Trust, as amended, and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at to the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions Additionally, the Manager will provide the Subadviser with a list of tobacco producing companies that are subject to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures stated restrictions of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the SubadviserSeries. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollarsclients. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents . In furnishing the Subadviser from serving as an investment adviser pursuant to services under this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for will comply with the preparation or filing of any other reports required requirements of the Series by any governmental or regulatory agency. The Subadviser may request information from 1940 Act applicable to it, and the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesregulations promulgated thereunder.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agreesagrees to develop, recommend and implement the investment program and strategy for the Series, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the Series, to determine what investments should be purchased, sold and, if applicable, loaned by the Series and to monitor on a continuing basis the performance of the investments of the Series, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust Board and furnished to the Subadviser, to develop, recommend and implement such investment program in accordance with the instructions and strategy for procedures of the Series, to provide research and analysis relative Manager furnished to the investment program Subadviser (provided that such resolutions, policies and investments of procedures and instructions shall not impose duties upon the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the SeriesSubadviser beyond those contemplated by this Agreement). In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Series and, subject to the provisions of the following paragraphthis section, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series (the "Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security purchasedinvestment purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, Trust's officers and Trustees Manager on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or reasonably expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (the "SEC") or any other regulatory authority, which proceeding or action could which reasonably would be deemed material expected to materially and adversely affect the Subadviser's performance of its duties ability to perform services under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action)Agreement. The Subadviser will immediately shall promptly forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the Prospectus and Statement of Additional Information of the Trust relating to in writingthe Series. Subject to such policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934 (the "Exchange Act"), the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Series' brokerage and the manner in which that brokerage was allocated. The Series' assets shall be maintained in the custody of the Custodian (who shall be identified by the Manager or from the fund accountantin writing). The Subadviser shall not have custody of any securities, the Custodian cash or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions assets of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the The Subadviser shall promptly notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated March 1, 1998 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the Seriesinvestment portfolio of Kemper S&P 500 Index Fund (the "Xxxxxs"), being one of the portfolio series of the Trust, which is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated March 31, 2000. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust and/or the Series (including amendments) furnished to the Subadviser and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's Series' custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract, as amended, dated March 1, 1998 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust’s Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets, to be responsible for the proxy voting of the securities purchased and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, ; settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's ’s officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's ’s officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust’s officers and Trustees of and the Trust Manager’s officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions All information and advice furnished by either party to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making treated as confidential and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required disclosed to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodianthird parties, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Managerrequired by law. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of KVS Index 500 Portfolio (the "Series"), being one of the portfolio series of the Trust, which is under the management of the Manager pursuant to an Amended and Restated Investment Management Agreement between the Manager and the Trust dated August 1, 2000. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Fund's Declaration of Trust and By-laws of the Trustlaws, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents . In furnishing the services under this Agreement, the Subadviser from serving as an investment adviser pursuant will comply with the requirements of the 1940 Act applicable to this Agreement; or (ii) becomes it, and the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action)regulations promulgated thereunder. The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager and the Trust in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.event that the

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the SeriesFund Account. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesFund Account, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the SeriesFund Account, to determine what securities investments should be purchased purchased, sold and sold loaned by the Fund Account and to monitor on a continuing basis the performance of the portfolio securities investments of the SeriesFund Account. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Fund Account and, subject to the provisions of the following paragraph, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment for the Fund Account specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the SeriesFund Account, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesFund Account. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Fund Account in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation Fund Account, taking into account the factors specified in the Prospectus and filing Statement of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required Additional Information of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers Trust relating to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In Subject to such policies as the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.Board may determine and consistent with Section

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated December 3, 1999 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission (“SEC”) and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust’s Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and xxxxxx agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's ’s officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's ’s officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust’s officers and Trustees of and the Trust Manager’s officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of AARP Blue Chip Index Fund (the "Series"), being one of the portfolio series of the Trust, which is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated February 1, 1994, as supplemented February 1, 1997. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Fund's Declaration of Trust Trust, as amended, and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at to the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interest at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may be reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 10 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents . In furnishing the Subadviser from serving as an investment adviser pursuant to services under this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for will comply with the preparation or filing of any other reports required requirements of the Series by any governmental or regulatory agency. The Subadviser may request information from 1940 Act applicable to it, and the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesregulations promulgated thereunder.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the SeriesFund Account. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series Fund as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Fund (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesFund Account, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the SeriesFund Account, to determine what securities investments should be purchased purchased, sold and sold loaned by the Fund Account and to monitor on a continuing basis the performance of the portfolio securities investments of the SeriesFund Account. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Fund Account and, subject to the provisions of the following paragraph, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableavailable under the circumstances. The Subadviser will shall advise the Fund's custodian ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment for the Fund Account specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its the Trustees reports on portfolio transactions and reports on assets held in the SeriesFund Account, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesFund Account. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Fund Account in the light of the TrustFund's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series Fund or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series Fund or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the SeriesFund. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation Fund Account, taking into account the factors specified in the Prospectus and filing Statement of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required Additional Information of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers Trust relating to the Series Fund. Subject to enable such policies as the Subadviser to monitor compliance Board may determine and consistent with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.Section

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the SeriesFund Account. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesFund Account, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the SeriesFund Account, to determine what securities investments should be purchased purchased, sold and sold loaned by the Fund Account and to monitor on a continuing basis the performance of the portfolio securities investments of the SeriesFund Account. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Fund Account and, subject to the provisions of the following paragraph, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment for the Fund Account specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the SeriesFund Account, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesFund Account. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Fund Account in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation Fund Account, taking into account the factors specified in the Prospectus and filing Statement of reports on Schedule 13G and Form 13F with respect Additional Information of the Trust relating to securities held by the Series, but unless otherwise expressly agreed . Subject to in writingsuch policies as the Board may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Account to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Manager or from Fund Account's brokerage and the fund accountant, manner in which that brokerage was allocated. The Fund Account assets shall be maintained in the custody of the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser (who shall notify be identified by the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets contained in the Fund Account, and shall not be liable for any loss resulting from any act or omission of the Custodian other than acts or omissions arising in reliance on instructions of the Subadviser. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of AARP U.S. Stock Index Fund (the "Series"), being one of the portfolio series of the Trust, which is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated December 31, 1997. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Fund's Declaration of Trust Trust, as amended, and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at to the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.market

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to all or a portion of the investment portfolio of the Series, as may be determined from time to time by the Manager. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust Corporation and/or the Series, including amendments (including amendments) furnished to the Subadviser and "Registration Statement"), in accordance with the Declaration of Trust Corporation and By-laws of the TrustCorporation, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and shares, subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Directors of the Trust Corporation and furnished to the Subadviser, and to the extent requested by the Manager, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the Registration Statement, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, if requested by the Manager, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's Series' custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees Directors of the Trust Corporation or the Manager may reasonably request, the Subadviser will furnish to the Manager, TrustCorporation's officers and to each of its Trustees Directors reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust Corporation or the Manager may reasonably request. The Subadviser will also inform the Manager, TrustCorporation's officers and Trustees Directors on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Corporation's officers and Trustees of the Trust Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the TrustCorporation's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Directors of the Corporation may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees Directors of the Trust Corporation such information as may reasonably be requested in order for such Trustees Directors to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the TrustCorporation, the Series or the Manager in any way or otherwise be deemed to be an agent of the TrustCorporation, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to all or a portion of the investment portfolio of the Series, as may be determined from time to time by the Manager. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust and/or the Series, including amendments (including amendments) furnished to the Subadviser and "Registration Statement"), in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and shares, subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, and to the extent requested by the Manager, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the Registration Statement, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, if requested by the Manager, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's Series' custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the SeriesFund Account. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series Fund as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Fund (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesFund Account, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the SeriesFund Account, to determine what securities investments should be purchased purchased, sold and sold loaned by the Fund Account and to monitor on a continuing basis the performance of the portfolio securities investments of the SeriesFund Account. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Fund Account and, subject to the provisions of the following paragraph, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableavailable under the circumstances. The Subadviser will shall advise the Fund's custodian ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment for the Fund Account specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its the Trustees reports on portfolio transactions and reports on assets held in the SeriesFund Account, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesFund Account. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Fund Account in the light of the TrustFund's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series Fund or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series Fund or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the SeriesFund. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation Fund Account, taking into account the factors specified in the Prospectus and filing Statement of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required Additional Information of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.Trust relating

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the SeriesFund Account. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series Fund as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Fund (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesFund Account, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the SeriesFund Account, to determine what securities investments should be purchased purchased, sold and sold loaned by the Fund Account and to monitor on a continuing basis the performance of the portfolio securities investments of the SeriesFund Account. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Fund Account and, subject to the provisions of the following paragraph, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableavailable under the circumstances. The Subadviser will shall advise the Fund's custodian ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment for the Fund Account specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, the Trust's officers and to each of its the Trustees reports on portfolio transactions and reports on assets held in the SeriesFund Account, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesFund Account. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Fund Account in the light of the TrustFund's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series Fund or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series Fund or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the SeriesFund. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible to obtain the best execution under the circumstances for the preparation Fund Account, taking into account the factors specified in the Prospectus and filing Statement of reports on Schedule 13G Additional Information of the Trust relating to the Fund. Subject to such policies as the Board may determine and Form 13F consistent with respect to securities held by Section 28(e) of the Series, but unless otherwise expressly agreed to in writingSecurities Exchange Act of 1934, the Subadviser shall not be responsible deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Fund Account to pay a broker-dealer for the preparation or filing effecting a portfolio investment transaction an amount of any other reports required commission in excess of the Series amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by any governmental such broker-dealer viewed in terms of either that particular transaction or regulatory agencyits overall responsibilities with respect to the accounts as to which it exercises investment discretion. The Subadviser shall provide such reports as the Board or the Manager may request information from with respect to the Manager or from Fund Account's brokerage and the fund accountant, manner in which that brokerage was allocated. The Fund Account assets shall be maintained in the custody of the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser (who shall notify be identified by the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets contained in the Fund Account and shall not be liable for any loss resulting from any act or omission of the Custodian other than acts or omissions arising in reliance on instructions of the Subadviser. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of Kemper Index 500 Portfolio (the "Series"), being one of the portxxxxx series of the Trust, which is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated September 1, 1999. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Fund's Declaration of Trust and By-laws of the Trustlaws, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to all or a portion of the Series, as may be determined from time to time by the Manager. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust Trust, including amendments (including amendments) furnished to the Subadviser "Registration Statement"), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares shares, and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, and to the extent requested by the Manager, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the Registration Statement, to provide research and analysis relative to the investment program and investments of the SeriesTrust, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, if requested by the Manager, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the FundTrust's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, the Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, the Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Trust in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain for the Trust the most favorable price and execution available, the Subadviser, bearing in mind the Trust's best interests at all times, shall consider all factors it deems relevant, including, by way of portfolio transactions at illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices that are advantageous and trends, the reputation, experience and financial stability of the broker or dealer involved and the quality of service rendered by the broker or dealer in other transactions. In evaluating best execution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Series and at commission rates that are reasonable in relation to Manager or the benefits received. The Board of Trustees, the Subadviser may select brokers also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Provided the Subadviser is acting in accordance with any such instructions and directions of the Manager or dealers on the basis that they provide brokerageBoard of Trustees, research or other services or products the Subadviser is authorized to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with pay to a broker or dealer with which it has negotiated who provides such brokerage and research services a commission for executing a portfolio transaction for the Series which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if if, but only if, the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, --viewed in terms of either that particular transaction or in terms of the overall responsibilities that of the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series Trust or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series Trust or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the SeriesTrust. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F agrees that it will not consult with any other subadviser engaged by Manager with respect to transactions in securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers assets concerning the Fund or another Subadvised Fund, except to the Series to enable extent permitted by certain exemptive rules under the Subadviser to monitor compliance Investment Company Act of 1940, as amended, that permit certain transactions with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (a subadviser or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesits affiliates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated _____________________, 1999 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of AARP U.S. Stock Index Fund (the "Series"), being one of the portfolio series of the Trust, which is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated September 7, 1998. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Fund's Declaration of Trust Trust, as amended, and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Fund's Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the aforesaid Prospectus, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at to the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions Additionally, the Manager will provide the Subadviser with a list of tobacco producing companies that are subject to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures stated restrictions of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the SubadviserSeries. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollarsclients. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents . In furnishing the Subadviser from serving as an investment adviser pursuant to services under this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for will comply with the preparation or filing of any other reports required requirements of the Series by any governmental or regulatory agency. The Subadviser may request information from 1940 Act applicable to it, and the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesregulations promulgated thereunder.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated _______________ between the Manager and the Trust. Subject to the supervision of the Manager and the Trust's Board of Trustees, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the Series, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall Subadviser's primary consideration in effecting a security transaction will be responsible to obtain the best execution for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the prospectus and/or statement of additional information for the Trust and/or the Series. Subject to in writingsuch policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible for the preparation deemed to have acted unlawfully or filing to have breached any duty created by this Agreement or otherwise solely by reason of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to its having caused the Series to enable pay a broker- dealer for effecting a portfolio investment transaction an amount of commission in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to monitor compliance the value of the brokerage and research services provided by such broker-dealer with portfolio restrictions of respect to the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify not be liable for any loss resulting from any act or omission of the Manager in writing. If the Manager does not provide (or arrange custodian for the provision of) such information to the Subadviser reasonably promptly upon receipt Series other than acts or omissions arising in reliance on instructions of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the investment portfolio of Kemper Asian Growth Fund, the sole series of the Fund (the "Series"), xxxch is under the management of the Manager pursuant to an Investment Management Agreement between the Manager and the Trust dated September 7, 1998. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust and/or the Series, including amendments (including amendments) furnished to the Subadviser "Registration Statement"), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesSeries as may from time to time be most appropriate to the achievement of the investment objectives of the Series as stated in the Registration Statement, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, if requested by the Manager, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's Series' custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain execution of portfolio transactions at prices that are advantageous to for the Series the most favorable price and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageexecution available, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Series' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Series to pay an unaffiliated broker or dealer that provides brokerage and research services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will shall serve the Manager as investment counsel with respect to the SeriesFund Account. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust relating to the Series (including amendments) furnished to the Subadviser ), and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees Board and furnished to the Subadviser, and in accordance with the instructions and procedures of the Trust and Manager furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the SeriesFund Account, to provide research and analysis relative to the investment program and securities and other investments ("investments") of the SeriesFund Account, to determine what securities investments should be purchased purchased, sold and sold loaned by the Fund Account and to monitor on a continuing basis the performance of the portfolio securities investments of the SeriesFund Account. In addition, the Subadviser will shall place orders for the purchase and sale of portfolio securities investments for the Fund Account and, subject to the provisions of the following paragraph, will shall take reasonable steps to assure that those portfolio transactions are effected at subject to the best price and execution availableunder the circumstances. The Subadviser will shall advise the Fund's custodian for the Series ("Custodian") and the Manager on a prompt basis of each purchase and sale of a portfolio security an investment for the Fund Account specifying the name of the issuer, the CUSIP number (if available), the description and amount (or number of shares shares) of the security investment purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust Board or the Manager may reasonably request, the Subadviser will shall furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the SeriesFund Account, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will shall also inform the Manager, the Trust's officers and Trustees the Board on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesFund Account. The Subadviser will shall make its officers and employees available to meet with the Manager and Manager, the Trust's officers and Trustees of the Trust Board at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Fund Account in the light of the Trust's Series' investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees the Board to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i1) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii2) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authorityauthority (including, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or actionwithout limitation, any self-regulatory organization). The Subadviser will shall immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission SEC or other regulatory authority that relates to the Series. The Subadviser Subadviser's primary consideration in effecting a security transaction shall be responsible for to The Fund Account assets shall be maintained in the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required custody of the Series Custodian (who shall be identified by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing). If The Subadviser shall not have custody of any securities, cash or other assets contained in the Fund Account, and shall not be liable for any loss resulting from any act or omission of the Custodian other than acts or omissions arising in reliance on instructions of the Subadviser. The Subadviser shall promptly notify the Manager does not provide (or arrange for the provision of) such information to if the Subadviser reasonably promptly upon receipt becomes an affiliated person of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesCustodian.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to the Series. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series as set forth in the current Prospectus and Statement of Additional Information of the Trust (including amendments) furnished to the Subadviser and in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, to develop, recommend and implement such investment program and strategy for the Series, to provide research and analysis relative to the investment program and investments of the Series, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the Series. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the Series, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Series. The Subadviser will make its officers and employees available to meet with the Manager and officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall Subadviser's primary consideration in effecting a security transaction will be responsible to obtain the best execution for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed taking into account the factors specified in the prospectus and/or statement of additional information for the Trust and/or the Series. Subject to in writingsuch policies as the Board of Trustees of the Trust may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Subadviser shall not be responsible for the preparation deemed to have acted unlawfully or filing to have breached any duty created by this Agreement or otherwise solely by reason of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to its having caused the Series to enable pay a broker-dealer for effecting a portfolio investment transaction an amount of commission in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to monitor compliance the value of the brokerage and research services provided by such broker-dealer with portfolio restrictions of respect to the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify not be liable for any loss resulting from any act or omission of the Manager in writing. If the Manager does not provide (or arrange custodian for the provision of) such information to the Subadviser reasonably promptly upon receipt Series other than acts or omissions arising in reliance on instructions of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated May 1, 1994 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment counsel with respect to all or a portion of the Seriesinvestment portfolio of the Strategic Income Portfolio, as may be determined from time to time by the Manager. The Subadviser is hereby authorized and directed and hereby agrees, subject to the stated investment policies and restrictions of the Series Strategic Income Portfolio as set forth in the current Prospectus and Statement of Additional Information of the Trust and/or the Strategic Income Portfolio, including amendments (including amendments) furnished to the Subadviser and "Registration Statement"), in accordance with the Declaration of Trust and By-laws of the Trust, as both may be amended from time to time and furnished to the Subadvisertime, governing the offering of its shares and shares, subject to such resolutions, policies and procedures as from time to time may be adopted by the Trustees of the Trust and furnished to the Subadviser, and to the extent requested by the Manager, to develop, recommend and implement such investment program and strategy for the SeriesStrategic Income Portfolio as may from time to time be most appropriate to the achievement of the investment objectives of the Strategic Income Portfolio as stated in the Registration Statement, to provide research Strategic Income and analysis relative to the investment program and investments of the SeriesStrategic Income Portfolio, to determine what securities should be purchased and sold and to monitor on a continuing basis the performance of the portfolio securities of the SeriesStrategic Income Portfolio. In addition, if requested by the Manager, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's Strategic Income Portfolio' custodian and the Manager on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets held in the SeriesStrategic Income Portfolio, all in such detail as the Trust or the Manager may reasonably request. The Subadviser will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the SeriesStrategic Income Portfolio. The Subadviser will make its officers and employees available to meet with the Manager and Manager, Trust's officers and Trustees of the Trust at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance of the Series Strategic Income Portfolio in the light of the Trust's investment objectives and policies and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use In using its best efforts to obtain for the Strategic Income Portfolio the most favorable price and execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerageavailable, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a , bearing in mind the Strategic Income Portfolio' best interests at all times, shall consider all factors it deems relevant, including, by way of illustration, price, the size of the transaction, the nature of the market for the security, the amount of the commission, the timing of the transaction taking into account market prices and trends, the reputation, experience and financial stability of the broker or dealer with which it has negotiated involved and the quality of service rendered by the broker or dealer in other transactions. Subject to such policies as the Trustees of the Trust may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused the Strategic Income Portfolio to pay an unaffiliated broker or dealer that provides brokerage and Strategic Income services to the Subadviser an amount of commission for effecting a commission portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction transaction, if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research Strategic Income services provided by such broker or dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it clients of the Subadviser for whom the Subadviser exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series Strategic Income Portfolio or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series Strategic Income Portfolio or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes is or expects to become the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relatesStrategic Income Portfolio.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated May 1, 1998 between the Manager and the Trust. Subject to the supervision of the Manager and the Trust’s Board of Trustees, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust’s Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's ’s officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's ’s officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust’s officers and Trustees of and the Trust Manager’s officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.

The Subadviser's Services. The Subadviser will serve the Manager as investment financial counsel with respect to the Series. The Subadviser Fund which is hereby authorized and directed and hereby agrees, subject under the management of the Manager pursuant to the stated Management Contract dated March 1,1998 between the Manager and the Trust. Subject to the supervision of the Manager, the investment policies and restrictions of applicable to the Series Fund as set forth in the current Prospectus and Statement of Additional Information registration statement of the Trust (including amendments) furnished to the Subadviser and in accordance filed with the Declaration of Trust Securities and By-laws of the Trust, as both may be amended from time to time Exchange Commission and furnished to the Subadviser, governing the offering of its shares and subject to such resolutions, policies and procedures resolutions as from time to time may be adopted by the Trust's Trustees of the Trust and furnished to the Subadviser, the Subadviser is hereby authorized and directed and hereby agrees to develop, recommend and implement such investment program and strategy for the SeriesFund as may from time to time in the circumstances appear most appropriate to the achievement of the investment objectives of the Fund as stated in the aforesaid registration statement, to provide research and analysis relative to the investment program and investments of the SeriesFund, to determine what securities should be purchased and sold and what portion of the assets of the Fund should be held in cash or cash equivalents or other assets and to monitor on a continuing basis the performance of the portfolio securities of the SeriesFund. In addition, the Subadviser will place orders for the purchase and sale of portfolio securities and, subject to the provisions of the following paragraph, will take reasonable steps to assure that portfolio transactions are effected at the best price and execution available. The Subadviser will advise the Fund's custodian Manager and the Manager custodian for the Fund on a prompt basis of each purchase and sale of a portfolio security specifying the name of the issuer, the CUSIP number (if available), the description and amount or number of shares of the security purchased, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer. From time to time as the Trustees of the Trust or the Manager may reasonably request, the Subadviser will furnish to the Manager, Trust's officers and to each of its Trustees reports on portfolio transactions and reports on assets issues of securities held in by the SeriesFund, all in such detail as the Trust any such Trustee or the Manager may reasonably request. The Subadviser also will also inform the Manager, Trust's officers and Trustees on a current basis of changes in investment strategy or tactics or any other developments materially affecting the Seriestactics. The Subadviser will make its officers and employees available to meet with the Manager and Trust's officers and Trustees of and the Trust Manager's officers and Directors at least quarterly on due notice and at such other times as may be mutually agreeable, to review the investments and investment performance program of the Series Fund in the light of the Trust's investment objectives current and policies prospective economic and market conditions. Absent written instructions to the Manager to the contrary, the Subadviser shall place all orders for the purchase and sale of investment instruments for the Series with brokers or dealers selected by the Subadviser consistent with best execution, which, subject to and consistent with the policies and procedures of the Trust relating to Rule 17e-1 under the 1940 Act, may include brokers or dealers affiliated with the Subadviser. Purchase or sell orders for the Series may be aggregated with contemporaneous purchase or sell orders of other clients of the Subadviser. The Subadviser shall use its best efforts to obtain execution of portfolio transactions at prices that are advantageous to the Series and at commission rates that are reasonable in relation to the benefits received. The Subadviser may select brokers or dealers on the basis that they provide brokerage, research or other services or products to the Series and/or other accounts serviced by the Subadviser. The Subadviser may place portfolio transactions with a broker or dealer with which it has negotiated a commission in excess of the commission another broker or dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research provided by such broker or dealer, viewed in terms of either that particular transaction or the overall responsibilities that the Subadviser has with respect to the Series and to accounts over which it exercises investment discretion, and not all such services or products will necessarily be used by the Subadviser in managing the Series. In addition, consistent with best execution, the Subadviser may execute portfolio transactions through brokers and dealers that sell shares of mutual funds advised by the Subadviser or recommend to their customers that they purchase shares of such funds. If the Subadviser determines that any product or service furnished by a broker-dealer has a mixed use, such that it also serves functions that do not assist the Subadviser in carrying out its investment decision-making process, the Subadviser shall be responsible for making and documenting a reasonable allocation of the costs of such service or product. The portion of the product or service that the Subadviser determines will assist it in carrying out its investment decision-making process may be paid for in brokerage commission dollars. It shall be the duty of the Subadviser to furnish to the Trustees of the Trust such information as may reasonably be requested in order for such Trustees to evaluate this Agreement or any proposed amendments thereto for the purposes of casting a vote pursuant to Section 9 hereof, including any information requested pursuant to section 15(c) of the 1940 Act. Any information reasonably deemed proprietary by the Subadviser shall be subject to the provisions of Section 6 hereof. The Subadviser shall not be responsible for fund accounting nor shall it be required to generate fund accounting data. The Series assets shall be maintained in the custody of the custodian identified by the Manager in writing (the "Custodian"). Any assets added to the Series shall be delivered directly to the Custodian. The Subadviser shall have no liability for the acts or omissions of any Custodian, other than (subject to Section 11) for acts or omissions arising in reliance on instructions from the Subadviser. In the performance of its duties hereunder, the Subadviser is and shall be an independent contractor and except as otherwise expressly provided herein or otherwise authorized in writing, shall have no authority to act for or represent the Trust, the Series or the Manager in any way or otherwise be deemed to be an agent of the Trust, the Series or the Manager. (i) becomes subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Agreement; or (ii) becomes the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission or other regulatory authority, which proceeding or action could reasonably be deemed material to the Subadviser's performance of its duties under this Agreement (unless the Subadviser is prohibited by applicable law or regulation from disclosing such proceeding or action). The Subadviser will immediately forward, upon receipt, to the Manager any correspondence from the Securities and Exchange Commission or other regulatory authority that relates to the Series. The Subadviser shall be responsible for the preparation and filing of reports on Schedule 13G and Form 13F with respect to securities held by the Series, but unless otherwise expressly agreed to in writing, the Subadviser shall not be responsible for the preparation or filing of any other reports required of the Series by any governmental or regulatory agency. The Subadviser may request information from the Manager or from the fund accountant, the Custodian or other service providers to the Series to enable the Subadviser to monitor compliance with portfolio restrictions of the Series. In the event such information is not made available to the Subadviser reasonably promptly upon request, the Subadviser shall notify the Manager in writing. If the Manager does not provide (or arrange for the provision of) such information to the Subadviser reasonably promptly upon receipt of written notice from the Subadviser, the Manager shall assume responsibility for the monitoring to which the requested information relates.