for the Trust Clause Samples

for the Trust. To the extent requested by the Trust, the Advisor agrees to provide the following administrative services: (a) Oversee the determination and publication of the Trust's net asset value in accordance with the Trust's policy as adopted from time to time by the Board of Trustees; (b) Oversee the maintenance the Trust's Custodian and Transfer Agent and Dividend Disbursing Agent of certain books and records of the Trust as required under Rule 31a-1(b)(4) of the 1940 Act and maintain (or oversee maintenance by such other persons as approved by the Board of Trustees) such other books and records required by law or for the proper operation of the Trust; (c) Oversee the preparation and filing of the Trust's federal, state and local income tax returns and any other required tax returns; (d) Review the appropriateness of and arrange for payment of the Trust's expenses; (e) Prepare for review and approval by officers of the Trust financial information for the Trust's semi-annual and annual reports, proxy statements and other communications with shareholders required or otherwise to be sent to Trust shareholders, and arrange for the printing and dissemination of such reports and communications to shareholders; (f) Prepare for review by an officer of the Trust the Trust's periodic financial reports required to be filed with the Securities and Exchange Commission ("SEC") on Form N-SAR and such other reports, forms and filings, as may be mutually agreed upon; (g) Prepare reports relating to the business and affairs of the Trust as may be mutually agreed upon and not otherwise appropriately prepared by the Trust's custodian, counsel or auditors; (h) Prepare such information and reports as may be required by any stock exchange or exchanges on which the Trust's shares are listed; (i) Make such reports and recommendations to the Board of Trustees concerning the performance of the independent accountants as the Board of Trustees may reasonably request or deems appropriate; (j) Make such reports and recommendations to the Board of Trustees concerning the performance and fees of the Trust's Custodian and Transfer and Dividend disbursing agent as the Board of Trustees may reasonably request or deems appropriate; (k) Oversee and review calculations of fees paid to the Trust's service providers; (l) Oversee the Trust's portfolio and perform necessary calculations as required under Section 18 of the 1940 Act; (m) Consult with the Trust's officers, independent accountants, legal couns...

for the Trust. The Trustees have the authority to request that appropriate Tempe staff provide services to the Trust. In addition, the Trustees may recommend the engagement of suitable third parties to provide services for the Trust such as external auditor for the Trust; to select an agent/broker consultant, third party administrator for claims administration, ▇▇▇▇ review, specific and aggregate coverage, actuarial services and other services determined necessary for the operation and administration of the trust.

for the Trust. No recourse shall be had for any claim based on any provision of this Agreement, the Basic Documents, the Certificates or any Contract or assignment thereof against [Trustee] in its individual capacity, and [Trustee] shall not have any personal obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided herein, except for such liability as is finally determined to have resulted from its own gross negligence or willful misconduct.

for the Trust. Subject to this primary requirement, and maintaining as its first consideration the benefits for the Portfolio, and its shareholders, the Sub-Adviser shall have the right, subject to the approval of the Board of Trustees of the Trust and of the Adviser, to follow a policy of selecting brokers and dealers who furnish statistical research and other services to the Portfolio, the Adviser, or the Sub-Adviser and, subject to the Rules of Fair Practice of the National Association of Securities Dealers, Inc., to take into account the sale of variable contracts which are invested in Trust shares in allocating to brokers and dealers purchase and sale orders for portfolio securities, provided the Sub-Adviser believes that the quality of the transaction and commission are comparable to what they would be with other qualified firms. The Adviser and the Trust's Portfolio recognize and intend that subject to the foregoing provisions of this Section, CIBC Oppe▇▇▇▇▇▇▇ ▇▇▇p. will act as its regular broker so long as it is lawful for it so to act and that CIBC Oppe▇▇▇▇▇▇▇ ▇▇▇p. may be a major recipient of brokerage commissions paid by the Trust's Portfolio. (10) The Trust may terminate this Agreement by sixty days written notice to the Adviser and the Sub-Adviser at any time, without the payment of any penalty, by vote of the Trust's Board of Trustees, or by vote of a majority of its outstanding voting securities. The Adviser may terminate this Agreement by sixty days written notice to the Sub-Adviser and the Sub-Adviser may terminate this Agreement by sixty days written notice to the Adviser, without the payment of any penalty. This Agreement shall immediately terminate in the event of its assignment, unless an order is issued by the Securities and Exchange Commission conditionally or unconditionally exempting such assignment from the provision of Section 15(a) of the Investment Company Act of 1940, in which event this Agreement shall remain in full force and effect. This Agreement will terminate automatically upon the termination of the Investment Advisory Agreement. (11) Subject to prior termination as provided above, this Agreement shall continue in force for a period of two years from the date of execution and from year to year thereafter if its continuance after said date: (1) is specifically approved on or before said date and at least annually thereafter by vote of the Board of Trustees of the Trust, including a majority of those Trustees who are not parties to this...

for the Trust