Common use of Investment Advisory and Management Services Clause in Contracts

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock Series, the Global Bond Series, and the Global Asset Allocation Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in the Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers to the investment policies of the Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock Value Series, the Global Bond S&P 500 Index Series, and the Global Asset Allocation Blue Chip Stock Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in the Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers to the investment policies of the Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisersthe Adviser on behalf of the Series, and Advisers the Adviser hereby agrees to act, act as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock Series, the Global Bond Series, and the Global Asset Allocation Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the each Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Incorporation, Bylaws, Registration Statement (including on Form N-1A and any representations contained in the Prospectus and Statement of Additional Information) Information of the such Series and shall conform to the policies and restrictions purposes of the each Series as set forth in the Registration Statement such documents and any additional limitations (a) as may be adopted interpreted from time to time by the Board of Directors of the Fund and communicated (b) as may be amended from time to Adviserstime by the Board of Directors and/or the shareholders of each Series as permitted by the Investment Company Act of 1940, as amended (the "1940 Act"). Within the framework of the investment policies, restrictions, and limitations policies of the each Series, Advisers the Adviser shall have the sole and exclusive responsibility for the management of the assets of each Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers The Adviser shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers the Adviser to the investment policies of the Series. Advisers The Adviser shall, at its own expense, furnish the Fund suitable office space, space and all necessary office facilities, equipment and personnel for servicing the investments of the FundSeries. Advisers The Adviser shall arrange, if required requested by the Fund, for officers, employees or other affiliates Affiliated Persons (as defined in Section 2(a)(3) of Advisers the 1940 Act and the rules, regulations and releases relating thereto) of the Adviser to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create The Adviser hereby acknowledges that all records necessary in the operation of each Series, including records pertaining to shareholders and maintain all reportsinvestments, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be are the property of the Fund. Furthermore, and in the event that a transfer of management or investment advisory services to someone other than the Adviser should ever occur, the Adviser will promptly, and at its own cost, take all steps necessary to segregate such reports, books records and records shall at all reasonable times be available for copying and otherwise open deliver them to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock High Yield Series, the Global Bond Growth & Income Series, and the Global Asset Allocation Aggressive Growth Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation Incorporation, Bylaws, Registration Statement and Bylaws current Prospectus of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions purposes of the Fund and the Series as set forth in the Registration Statement and any additional limitations Prospectus and as may be adopted interpreted from time to time by the Board of Directors of the Fund and communicated to AdvisersFund. Within the framework of the investment policies, restrictions, and limitations policies of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers to the investment policies of the Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if required by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund Company hereby engages Advisersthe Adviser, and Advisers the Adviser hereby agrees to act, act as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock SeriesVoyageur Financial Institutions ("VFI") Intermediate Duration Portfolio and the VFI Core Portfolio series of the Company (each a "Fund" and, collectively, the Global Bond Series, and the Global Asset Allocation Series of the Fund"Funds"). Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series each Fund shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund Company and the current Registration Statement (including on Form N1-A of the Funds and any representations contained in the Prospectus and Statement of Additional Information) Information of the Series Funds and shall conform to the policies and restrictions purposes of the Series each Fund as set forth in the such Registration Statement, Prospectus and Statement of Additional Information and any additional limitations (a) as may be adopted interpreted from time to time by the Board of Directors of the Company and (b) as may be amended or limited from time to time by such Board of Directors and/or the shareholders of each Fund and communicated to Advisersas permitted by the Investment Company Act of 1940, as amended. Within the framework of the investment policies, restrictionspolicies of each Fund, and subject to such other limitations and directions as the Board of Directors may from time to time prescribe, the Series, Advisers Adviser shall have the sole and exclusive responsibility for the management of the Series each Fund's assets and the making and execution of all investment decisions for each Fund, provided that the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as Adviser shall be delegated authorized to the sub-adviser; provided, however, that any discretionary investment decisions made by retain a sub-adviser on behalf of any of to assist the Series shall be subject Adviser in furnishing investment advice to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreementeach Fund, and Advisers provided further that the Adviser shall be responsible for monitoring compliance by the sub-adviser(s) adviser with the investment policies, restrictions, policies and restrictions of each Fund and with such other limitations or directions as the Board of Directors of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code Company may from time to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereundertime prescribe. Advisers The Adviser shall report to the Board of Directors of the Company regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers the Adviser to the investment policies of the Serieseach Fund. Advisers The Adviser shall, at its own expense, furnish the Fund Company with suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the FundFunds. Advisers The Adviser shall arrange, if required requested by the FundCompany, for officers, employees or other affiliates Affiliated Persons (as defined in Section 2(a)(3) of Advisers the Investment Company Act of 1940, as amended and the rules, regulations and releases relating thereto) of the Adviser to serve without compensation from the Fund Company as directors, officers, officers or employees of the Fund Company if duly elected to such positions by the Fund shareholders or directors of the Company. The Adviser hereby acknowledges that all records necessary in the operation of each Fund. Advisers shall create and maintain all reports, books and including records relating pertaining to its activities shareholders and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940investments, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be are the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the FundCompany, and by officers and employees ofin the event that a transfer of management or investment advisory services to someone other than the Adviser should ever occur, the Adviser will promptly, and auditors employed byat its own cost, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, take all reports, books steps necessary to segregate such records and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned deliver them to the Fund free from any claim or retention of rights by AdvisersCompany.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock Value Series, the Global Bond S&P 500 Index Series, and the Global Asset Allocation Blue Chip Stock Series of the Fund. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in the such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is its option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-sub- adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-sub- adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers by each Series to the investment policies policies, restrictions and limitations of the such Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if required requested by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock SeriesFund's Portfolios, the which shall consist of AMEV Global Bond SeriesGrowth Portfolio, and any further Portfolios from time to time created by the Global Asset Allocation Series Board of Directors of the Fund. Each such Series Portfolio is herein individually referred to as a "Series,Portfolio" and the Series Portfolios are herein collectively referred to as the "SeriesPortfolios." The investment of the assets of the Series Portfolios shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Incorporation, Bylaws, Registration Statement (including the and current Prospectus and Statement of Additional Information) Information of the Series Fund and shall conform to the policies and restrictions purposes of the Series Fund and the Portfolios as set forth in the Registration Statement and any additional limitations Prospectus and Statement of Additional Information as may be adopted interpreted from time to time by the Board of Directors of the Fund and communicated to AdvisersFund. Within the framework of the investment policies, restrictions, and limitations policies of the SeriesPortfolios, Advisers shall have the sole and exclusive responsibility for the management of the Series Portfolios and the making and execution of all investment decisions for the Series, provided: Advisers may, at is option and expense, with respect to each of the Series, appoint a sub-adviser, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviser; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunderPortfolios. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers to the investment policies of the SeriesPortfolios. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if required requested by the Fund, for officers, employees or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain hereby acknowledges that all reports, books and records relating to its activities and obligations under this Agreement necessary in such a manner as will meet the obligations operation of the Fund under the Investment Company Act of 1940Fund, applicable federal including records pertaining to shareholders and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reportsinvestments, books and records shall be are the property of the Fund. Furthermore, and in the event that a transfer of management or investment advisory services to someone other than Advisers should ever occur, Advisers will promptly, and at its own cost, take all steps necessary to segregate such reports, books records and records shall at all reasonable times be available for copying and otherwise open deliver them to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.

Investment Advisory and Management Services. The Fund hereby engages Advisers, and Advisers hereby agrees to act, as investment adviser for, and to manage the affairs, business and the investment of the assets of the International Stock Series, the Global Bond Series, and the Global Asset Allocation Series of the Fund. Fund identified in Exhibit A. Each such Series is herein individually referred to as a "Series," and the Series are herein collectively referred to as the "Series." The investment of the assets of the Series shall at all times be subject to the applicable provisions of the Articles of Incorporation and Bylaws of the Fund and the current Registration Statement (including the Prospectus and Statement of Additional Information) of the Series and shall conform to the policies and restrictions of the Series as set forth in the such Registration Statement and any additional limitations as may be adopted from time to time by the Board of Directors of the Fund and communicated to Advisers. Within the framework of the investment policies, restrictions, restrictions and limitations of the Series, Advisers shall have the sole and exclusive responsibility for the management of the Series and the making and execution of all investment decisions for the Series, provided: Advisers may, at is its option and expense, with respect to each of the Series, appoint a sub-adviseradviser or sub-advisers, which shall assume such responsibilities and obligations of Advisers pursuant to this Investment Advisory and Management Agreement as shall be delegated to the sub-adviseradviser or sub-advisers; provided, however, that any discretionary investment decisions made by a sub-adviser on behalf of any of the Series shall be subject to approval or ratification by Advisers, and, not withstanding any delegation of responsibilities and obligations to the a sub-adviser, Advisers shall retain the right, in its discretion, to make investment decisions for the Series. Any appointment of a sub-adviser and assumption of responsibilities and obligations of Advisers by such sub-adviser shall be subject to approval by the Board of Directors of the Fund and, to the extent (if any) required by law, by the shareholders of the Series. Any appointment of a sub-adviser for the a Series pursuant hereto shall in no way limit or diminish Advisers' obligations and responsibilities under this Investment Advisory and Management Agreement, and Advisers shall be responsible for monitoring compliance by the sub-adviser(s) with the investment policies, restrictions, and limitations of on the Series, and will also be responsible for ensuring that the Series are managed in a way so that: (1) they meet the requirements of Subchapter M of the Internal Revenue Code to be taxed as a regulated investment company; and (2) they comply with the provisions of Section 817(h) of the Internal Revenue Code, and the regulations promulgated thereunder. Advisers shall report to the Board of Directors regularly at such times and in such detail as the Board may from time to time determine to be appropriate, in order to permit the Board to determine the adherence of Advisers to the investment policies policies, restrictions and limitations of the such Series. Advisers shall, at its own expense, furnish the Fund suitable office space, and all necessary office facilities, equipment and personnel for servicing the investments of the Fund. Advisers shall arrange, if required by the Fund, for officers, employees employees, or other affiliates of Advisers to serve without compensation from the Fund as directors, officers, or employees of the Fund if duly elected to such positions by the shareholders or directors of the Fund. Advisers shall create and maintain all reports, books and records relating to its activities and obligations under this Agreement in such a manner as will meet the obligations of the Fund under the Investment Company Act of 1940, applicable federal and state tax and insurance laws and regulations and any other law or regulation which may be or become applicable to the Fund. All such reports, books and records shall be the property of the Fund. Furthermore, such reports, books and records shall at all reasonable times be available for copying and otherwise open to inspection and audit by the Securities and Exchange Commission, banking and insurance regulators and other authorities and regulators having authority over the Fund, and by officers and employees of, and auditors employed by, the Fund. Advisers hereby further agrees that, upon the termination of this Agreement, all reports, books and records pertaining to Adviser's activities under this Agreement shall be promptly segregated and returned to the Fund free from any claim or retention of rights by Advisers.