Common use of Duties of the Manager Clause in Contracts

Duties of the Manager. The Fund hereby engages the Manager to act as the Fund’s general manager to provide or to arrange to provide directly or through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s), dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund or a Series in any way or otherwise be deemed agents of the Fund or a Series. The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Fund in buying, selling or otherwise disposing of or managing the Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby engages the Manager to act as the Fund’s general manager to provide or to arrange to provide directly or through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s), dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund or a Series in any way or otherwise be deemed agents of the Fund or a Series. The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Fund in buying, selling or otherwise disposing of or managing the Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby engages the Manager to act as the Fund’s general manager to provide or to arrange to provide directly or through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”), for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s), dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund or a Series in any way or otherwise be deemed agents of the Fund or a Series. The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Fund in buying, selling or otherwise disposing of or managing the Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).. (a)

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the FundTrust’s general manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, management and investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative advisory services to each existing Series of the Fund it and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Fund, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such management and investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(sinvestment subadviser(s), transfer agent(s)or other party, dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Trust or the Fund or a Series in any way or otherwise be deemed agents of the Fund Trust or a Seriesthe Fund. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the investments of the Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ Fund’s investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance lawsamended; and (54) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the FundTrust’s general manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, advisory and administrative general management services to it and to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Fund, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s)subadviser(s) or other party, custodian(s), transfer agent(s), dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Fund in any way or otherwise be deemed agents of the Fund Trust or a SeriesFund. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the investments of each Fund’s investments, directly or through sub-advisers, subject to supervision by the Boardinvestment subadvisers. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ each Fund’s investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”)amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby engages the Manager to act as the Fund’s 's general manager to provide or to arrange to provide directly or through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “"Board”"), for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s), dividend- dividend-disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund or a Series in any way or otherwise be deemed agents of the Fund or a Series. The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Fund in buying, selling or otherwise disposing of or managing the Fund’s 's investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the Fund’s general Trust's manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, management and investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, advisory services to it and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Fund, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such management and investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the ''Board") and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the ''Advisers Act"), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(sinvestment subadviser(s), transfer agent(s)or other party, dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Fund in any way or otherwise be deemed agents of the Fund Trust or a SeriesFund. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the investments of each Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust's Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ each Fund's investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “''registration statement”'') under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance lawsamended; and (54) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “"Code”'').

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the FundTrust’s general manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, management and investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, advisory services to it and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Fund, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such management and investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(sinvestment subadviser(s), transfer agent(s)or other party, dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Fund in any way or otherwise be deemed agents of the Fund Trust or a SeriesFund. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the investments of each Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ each Fund’s investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance lawsamended; and (54) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the FundTrust’s general manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, advisory and administrative general management services to it and to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Portfolio, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional investment portfolios that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the “Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s)investment subadviser(s) or other party, transfer agent(s), dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Portfolio in any way or otherwise be deemed agents of the Fund Trust or a SeriesPortfolio. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the Fund’s investmentsinvestments of each Portfolio, directly or through sub-advisers, subject to supervision by the Boardinvestment subadvisers. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ each Portfolio’s investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”)amended; (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the FundTrust’s general manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, management and investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, advisory services to it and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Fund, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such management and investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the ‘‘Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the ‘‘Advisers Act”), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(sinvestment subadviser(s), transfer agent(s)or other party, dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Fund in any way or otherwise be deemed agents of the Fund Trust or a SeriesFund. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the investments of each Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust’s Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ each Fund’s investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “‘‘registration statement”’’) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance lawsamended; and (54) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”’’).

Duties of the Manager. The Fund hereby Trust engages the Manager to act as the Fund’s general Trust's manager to provide or to arrange and investment adviser to provide directly or to arrange through third parties, management and investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, advisory services to it and administrative services to each existing Series of the Fund and to any additional investment portfolios that the Fund may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund (the “Board”)Fund, for the period and on the terms and conditions set forth in this Agreement. This Agreement may be extended to any additional series that the Trust may establish in the future on the same terms and conditions. The Manager hereby accepts such engagement and agrees during such period, at its own expense, to provide or to arrange to provide, such management and investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the supervision of the board of trustees of the Trust (the ''Board”) and the provisions of the 1940 Act and the Investment Advisers Act of 1940, as amended (the ''Advisers Act”), the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(sinvestment subadviser(s), transfer agent(s)or other party, dividend- disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), investment subadviser(s) or other parties performing services for the Manager shall shall, for all purposes herein be deemed to herein, be independent contractors and shall, unless except as otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Fund in any way or otherwise be deemed agents of the Fund Trust or a SeriesFund. The Subject to supervision by the Board, the Manager shall, for purposes of this Agreement, shall have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the investments of each Fund’s investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Trust's Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ each Fund's investment objectives, investment policies strategies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund Trust (the “''registration statement”'') under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance lawsamended; and (54) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “"Code”'').

Duties of the Manager. The Fund Trust hereby engages the Manager to act as the Fund’s Trust's general manager to provide or to arrange to provide for the provision of, directly or through third parties, investment advisory, custody, transfer agency, dividend disbursing, legal, accounting, and administrative services to each existing Series Fund of the Fund Trust as set forth on Schedule A hereto and to any additional investment portfolios that the Fund Trust may establish in the future; and to provide or to arrange to provide the above services subject to the supervision of the board of trustees of the Fund Trust (the “"Board”"), for the period and on the terms and conditions set forth in this Agreement. The Manager hereby accepts such engagement and agrees during such period, at its own expenseexpense (with the exception of independent accounting services, and independent legal counsel for the disinterested trustees of the Board if such counsel is engaged, such services to be paid for by the Trust), to provide or to arrange to provide, such investment advisory and general management services, and to assume the obligations set forth in this Agreement for the compensation provided for herein. Subject to the provisions of the 1940 Act and the Advisers Act, the Manager may retain any affiliated or unaffiliated parties including, but not limited to, investment adviser(s) and/or investment sub-adviser(s), custodian(s), transfer agent(s), dividend- dividend-disbursing agent(s), attorney(s), and accountant(s) to perform any or all of the services set forth in this Agreement. The Manager, its affiliates and any investment adviser(s), sub-adviser(s), custodian(s), transfer agent(s), dividend-disbursing agent(s), attorney(s), accountant(s), or other parties performing services for the Manager shall for all purposes herein be deemed to be independent contractors and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Fund Trust or a Series Fund in any way or otherwise be deemed agents of the Fund Trust or a SeriesFund. The Manager shall, for purposes of this Agreement, have and exercise full investment discretion and authority to act as agent for the Fund Trust in buying, selling or otherwise disposing of or managing the Fund’s Trust's investments, directly or through sub-advisers, subject to supervision by the Board. The Manager and any other party performing services covered by this Agreement (each such party is hereafter referred to as a “Service Provider”) shall be subject to: (1) the restrictions of the Declaration of Trust and Bylaws of the Fund, as amended from time to time; (2) the provisions of the 1940 Act and the Advisers Act; (3) the statements relating to the Series’ investment objectives, investment policies and investment restrictions as set forth in the currently effective (and as amended from time to time) registration statement of the Fund (the “registration statement”) under the Securities Act of 1933, as amended (the “1933 Act”); (4) appropriate state insurance laws; and (5) any applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”).