Common use of Investment Management Services Clause in Contracts

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as (a) The Adviser shall manage the Fund’s assets subject to and in accordance with the investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice objectives and management as policies of the Fund and any directions which the Trust’s Board of Trustees may issue from time to time consider necessary for the proper management time. In pursuance of the Portfolio foregoing, the Adviser shall make all determinations with respect to the investment of the Fund’s assets and the purchase and sale of its investment securities, and shall furnish continuously an take such steps as may be necessary to implement the same. Such determinations and services shall include determining the manner in which any voting rights, rights to consent to corporate action and any other rights pertaining to the Fund’s investment program and shall determine which securities shall be purchasedexercised. The Adviser shall render or cause to be rendered regular reports to the Trust, sold or exchanged at regular meetings of its Board of Trustees and what portion at such other times as may be reasonably requested by the Trust’s Board of Trustees, of (i) the assets of decisions made with respect to the Portfolio shall be held in the various securities or other assets, subject always to any restrictions investment of the Fund's Articles ’s assets and the purchase and sale of Incorporation its investment securities, (ii) the reasons for such decisions and By-Laws(iii) the extent to which those decisions have been implemented. (b) The Adviser, as amended or supplemented subject to and in accordance with any directions which the Trust’s Board of Trustees may issue from time to time, the provisions of applicable laws and regulations including the Investment Company Actshall place, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf name of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale execution of portfolio the Fund’s securities for the Portfolio with brokers or dealers selected by the Investment Managertransactions. In connection with the selection of such brokers or dealers and the When placing of such orders, the Investment Manager is directed at all times Adviser shall seek to follow obtain the policies best net price and execution for the Fund, but this requirement shall not be deemed to obligate the Adviser to place any order solely on the basis of obtaining the Fund as lowest commission rate if the other standards set forth in this section have been satisfied. The parties recognize that there are likely to be many cases in which different brokers are equally able to provide such best price and execution and that, in selecting among such brokers with respect to particular trades, it is desirable to choose those brokers who furnish research, statistical, quotations and other information to the ProspectusFund and the Adviser in accordance with the standards set forth below. Nothing herein Moreover, to the extent that it continues to be lawful to do so and so long as the Board of Trustees determines that the Fund will benefit, directly or indirectly, by doing so, the Adviser may place orders with a broker who charges a commission for that transaction which is in excess of the amount of commission that another broker would have charged for effecting that transaction, provided that the excess commission is reasonable in relation to the value of “brokerage and research services” (as defined in Section 28(e)(3) of the Securities Exchange Act of 1934, as amended) provided by that broker. Accordingly, the Trust and the Adviser agree that the Adviser shall preclude the "bunching" of orders select brokers for the sale or purchase execution of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.Fund’s transactions from among:

Investment Management Services. In acting as investment manager to ------------------------------- the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager to the ------------------------------ Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's ’s Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's ’s investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "“Prospectus"”). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "“bunching" ” of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's ’s general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager (i) Subject to the Portfoliosupervision of the Fund's Board of Trustees (and except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the SEC, or by rule or regulation), the Investment Manager shall regularly provide Adviser will provide, or arrange for the Portfolio with such provision of, a continuous investment researchprogram and overall investment strategies for the Fund, advice including investment research and management as with respect to all securities and investments and cash equivalents in the Fund may Fund. The Adviser will determine, or arrange for others to determine, from time to time consider necessary for the proper management of the Portfolio what securities and shall furnish continuously an investment program and shall determine which securities shall other investments will be purchased, retained or sold by the Fund and will implement, or exchanged and what portion of arrange for others to implement, such determinations through the assets of the Portfolio shall be held placement, in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf name of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale execution of portfolio securities for the Portfolio transactions with brokers or dealers selected by the Investment Manager. In connection with the selection of through such brokers or dealers and as may be so selected. The Adviser will provide, or arrange for the placing of such ordersprovision of, the Investment Manager is directed at all times to follow services under this Agreement in accordance with the stated investment policies and restrictions of the Fund as set forth in the Prospectus. Nothing herein shall preclude Fund's registration statement, as supplemented or amended from time to time (collectively referred to hereinafter as the "bunching" Prospectus") and subject to the directions of orders for the Fund's Board of Trustees. With respect to foreign securities, at its own expense, the Adviser may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign affiliates, and may obtain investment services from the investment advisory personnel of its affiliates located throughout the world to the extent permitted under interpretations of the federal securities laws. (ii) Subject to the provisions of this Agreement and the 1940 Act and any exemptions thereto, the Adviser is authorized to appoint one or more qualified subadvisers (each a "Subadviser") to provide the Fund with certain services required by this Agreement. Each Subadviser shall have such investment discretion and shall make all determinations with respect to the investment of the Fund's assets as shall be assigned to that Subadviser by the Adviser and the purchase and sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account respect to those assets and separate accountsshall take such steps as may be necessary to implement its decisions. The Investment Manager Adviser shall not favor be responsible or liable for the investment merits of any account over any other decision by a Subadviser to purchase, hold, or sell a security for the Fund. (iii) Subject to the supervision and any purchase or sale orders executed contemporaneously direction of the Trustees, the Adviser shall be allocated in a manner it deems equitable (i) have overall supervisory responsibility for the general management and investment of the Fund's assets; (ii) determine the allocation of assets among the accounts involved Subadvisers, if any; and at (iii) have full investment discretion to make all determinations with respect to the investment of Fund assets not otherwise assigned to a price which is approximately averaged.Subadviser. (iv) The Adviser shall research and evaluate each Subadviser, if any, including (i) performing initial due diligence on prospective Subadvisers and monitoring each Subadviser's ongoing performance; (ii) communicating performance expectations and evaluations to the Subadvisers; and (iii) recommending to the Fund's Board of Trustees whether a Subadviser's contract should be renewed, modified or terminated. The Adviser shall also recommend changes or additions to the Subadvisers and shall compensate the Subadvisers. (v) The Adviser shall provide to the Fund's Board of Trustees such periodic reports concerning the Fund's business and investments as the Board of Trustees shall reasonably request. (b)

Investment Management Services. In acting as investment manager Subject to the Portfoliogeneral oversight of the Manager, and in accordance with the Series’ investment objectives, policies and restrictions, the Investment Manager Sub-Adviser shall regularly provide the Portfolio with such investment research, advice and management act as the Fund investment sub-adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion of each Series in a manner consistent with the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's Series’ investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) using proprietary and third-party licensed models, determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion’s assets will be invested or held uninvested as cash. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Series in the same manner and with the same force and effect as the same Series itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Allocated Portion as the Manager may from time to time direct; provided however, that (i) the Sub-Adviser shall only be obligated to effect such portfolio transactions to the extent that they are set forth consistent with the investment guidelines in Schedule B, the prospectus Sub-Adviser Disclosure (as that term is defined in Section 2.3 of this Agreement), and any written policies, practices or procedures that may be established by the Fund thenBoard or the Manager from time to time; and (ii) the Sub-currently effective under Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Securities Act Manager. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Series’ investments shall in any way limit the right of 1933 (the "Prospectus"). Should the Board of Directors Trustees of the Fund Trust (the “Board”) or the Manager to establish or revise policies in connection with the management of the Series’ assets or to otherwise exercise the right of the Board or the Manager to control the overall management of the Series’ assets. The Manager has the right at any time to reallocate the portion of a Series’ assets allocated to the Allocated Portion pursuant to this Agreement if the Manager deems such reallocation appropriate upon prompt notice to Sub-Adviser (to the extent reasonably practicable). The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion of each Series in accordance with any written policies, practices or procedures that may be established by the Board or the Manager from time to time and that have been provided to the Sub-Adviser, consistent with those described in the Series’ Prospectus and Statement of Additional Information (“SAI”), as each may be amended from time to time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement consistent with the investment policies of guidelines in Schedule B, as may be amended by the Portfolio, determined as provided above, and in particular Manager upon notice to place all the Sub-Adviser. In placing any orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall seek to obtain for the Allocated Portion “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities for be purchased from or sold to the Portfolio with brokers Manager or dealers selected by the Investment Manager. In connection Sub-Adviser, or any of their affiliated persons, except in accordance with the selection of such brokers or dealers and the placing of such orders1940 Act, the Investment Manager is directed at Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all times other federal and state laws or regulations applicable to follow the policies Trust and the Series. Unless specifically permitted by the 1940 Act (and the rules thereunder) and procedures adopted by the Board, on behalf of the Fund Series, the Sub-Adviser agrees that it will not execute any portfolio transactions for the Allocated Portion with a broker or dealer that is (i) an affiliated person of the Series, including the Manager or any sub-adviser for the Series; (ii) a principal underwriter of the Series’ shares; or (iii) an affiliated person of such an affiliated person or principal underwriter. The Manager agrees that it will provide the Sub-Adviser with a written list of brokers and dealers that are affiliates of the Manager or any sub-adviser (other than the Sub-Adviser) and will, from time to time, update such list as set forth necessary. The Sub-Adviser agrees that it will provide the Manager with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the Prospectusbest interest of the Allocated Portion as well as other clients of the Sub-Adviser, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Nothing herein Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time. The Sub-Adviser shall preclude provide reasonable assistance to the "bunching" of orders Manager, the custodian or recordkeeping agent for the sale Trust in determining or purchase confirming, consistent with the procedures and policies stated in the Trust’s registration statement on Form N-1A with respect to the Series, as amended and supplemented from time to time (“Registration Statement”), the value of any portfolio securities with or other assets of the other Portfolios Allocated Portion for which the Manager, custodian or with other accounts managed recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Investment Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Trust’s Valuation Committee convenes; (ii) assisting the Manager or the Investment Manager's general account custodian in obtaining bids and separate accountsoffers or quotes from broker/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Manager or custodian; (iii) upon the request of the Manager or the custodian, providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon request, with such records being deemed Trust records. The Investment parties acknowledge that the Sub-Adviser and the custodian or recordkeeping agent of the Series may use different pricing vendors, which may result in valuation discrepancies. The Trust, on behalf of each Series, hereby authorizes any entity or person associated with the Sub-Adviser that is a member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series that is permitted by Section 11(a) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), and Rule 11a2-2(T) thereunder, and each Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). The Sub-Adviser shall discharge the foregoing responsibilities in compliance with applicable laws and regulations and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Board, consistent with the investment guidelines provided in Schedule B, as may be amended from time to time by the Manager shall not favor upon notice to the Sub-Adviser, and subject to such further limitations as the Trust may from time to time impose on the Series by written notice to the Sub-Adviser. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, any account over Series or the Manager in any other way or otherwise be deemed an agent of the Trust, any Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedSub-Adviser.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles Agreement and Declaration of Incorporation Trust and By-LawsBylaws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors Trustees of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager Subject to the Portfoliogeneral oversight of the Manager, and in accordance with the Series' investment objectives, policies and restrictions, the Investment Manager Sub-Adviser shall regularly provide the Portfolio with such investment research, advice and management act as the Fund investment sub-adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion of each Series in a manner consistent with the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's Series' investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion's assets will be invested or held uninvested as cash. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Fund in the same manner and with the same force and effect as the same are set forth Fund itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Adviser, effect such portfolio transactions for the Fund as the Adviser may from time to time direct; provided however, that the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Adviser. No reference in this Agreement to the prospectus Sub-Adviser having full discretionary authority over the Fund's investments shall in any way limit the right of the Fund then-currently effective under Adviser, in its sole discretion, to establish or revise policies in connection with the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf management of the Fund, all actions which it deems necessary 's assets or to implement otherwise exercise its right to control the investment policies overall management of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment ManagerFund's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedassets.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles ’s Agreement and Declaration of Incorporation Trust and By-LawsBylaws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's ’s investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-then currently effective under the Securities Act of 1933 (the "“Prospectus"”). Should the Board of Directors Trustees of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "“bunching" ” of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager ------------------------------ to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager Subject to the Portfoliosupervision and direction of the Trust’s Board of Trustees (and except as otherwise permitted under the terms of any exemptive relief obtained by the Adviser from the SEC, or by rule or regulation), the Investment Manager shall regularly provide Adviser will provide, or arrange for the Portfolio with such provision of, a continuous investment researchprogram and overall investment strategies for each Fund, advice including investment research and management as the Fund may with respect to all securities and investments and cash equivalents in each Fund, evaluation and if appropriate, sale and reinvestment of each Fund’s assets. The Adviser will determine, or arrange for others to determine, from time to time consider necessary for the proper management of the Portfolio what securities and shall furnish continuously an investment program and shall determine which securities shall other investments will be purchased, retained or sold by each Fund and will implement, or exchanged and what portion of arrange for others to implement, such determinations through the assets of the Portfolio shall be held placement, in the various securities name of a Fund, of orders for the execution of portfolio transactions with or other assetsthrough such brokers or dealers as may be so selected. The Adviser will provide, subject always to any restrictions of or arrange for the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to timeprovision of, the provisions of applicable laws and regulations including services under this Agreement in accordance with the Investment Company Act, and the statements relating to the Portfolio's stated investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the each Fund as set forth in that Fund’s current prospectus and statement of additional information as currently in effect and as supplemented or amended from time to time (collectively referred to hereinafter as the “Prospectus”) and subject to the directions of the Trust’s Board of Trustees. Nothing herein With respect to foreign securities, at its own expense, the Adviser may obtain statistical and other factual information and advice regarding economic factors and trends from its foreign subsidiaries, and may obtain investment services from the investment advisory personnel of its affiliates located throughout the world to the extent permitted under interpretations of the federal securities laws. Subject to the provisions of this Agreement and the 1940 Act and any exemptions thereto, the Adviser is authorized to appoint one or more qualified subadvisers (each a “Subadviser”) to provide each Fund with certain services required by this Agreement. Each Subadviser shall preclude have such investment discretion and shall make all determinations with respect to the "bunching" investment of orders for a Fund’s assets as shall be assigned to that Subadviser by the Adviser and the purchase and sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account respect to those assets and separate accountsshall take such steps as may be necessary to implement its decisions. The Investment Manager Adviser shall not favor be responsible or liable for the investment merits of any account over any other decision by an unaffiliated Subadviser to purchase, hold, or sell a security for a Fund. Subject to the supervision and any purchase or sale orders executed contemporaneously direction of the Trustees, the Adviser shall be allocated in (i) have overall supervisory responsibility for the general management and investment of a manner it deems equitable Fund’s assets; (ii) determine the allocation of assets among the accounts involved Subadvisers, if any; and at (iii) have full investment discretion to make all determinations with respect to the investment of Fund assets not otherwise assigned to a price Subadviser. The Adviser shall research and evaluate each Subadviser, if any, including (i) performing initial due diligence on prospective Subadvisers and monitoring each Subadviser’s ongoing performance; (ii) communicating performance expectations and evaluations to the Subadvisers; and (iii) recommending to the Trust’s Board of Trustees whether a Subadviser’s contract should be renewed, modified or terminated. The Adviser shall also recommend changes or additions to the Subadvisers and shall compensate the Subadvisers. The Adviser shall provide to the Trust’s Board of Trustees such periodic reports concerning a Fund’s business and investments and use its best efforts to keep the Trust’s Board of Trustees informed of developments materially affecting each Fund, and will, on its own initiative, furnish the Trust’s Board of Trustees from time to time whatever information the Adviser believes is appropriate for this purpose or as the Board of Trustees shall reasonably request. Subject to the supervision and direction of the Trust’s Board of Trustees, the Adviser undertakes to perform the following administrative services to the extent that no other party is obligated to perform them on behalf of each Fund: (a) providing each Fund with office space (which may be the Adviser’s own offices), stationery and office supplies, (b) furnishing certain corporate secretarial services, including assisting in the preparation of materials for meetings of the Board of Trustees, (c) coordinating and preparation of proxy statements and annual and semi-annual reports to each Fund’s shareholders, (d) assisting in the preparation of each Fund’s tax returns, (e) assisting in monitoring and developing compliance procedures for each Fund which will include, among other matters, procedures for monitoring compliance with each Fund’s investment objective, policies, restrictions, tax matters and applicable laws and regulations, and (f) acting as liaison between each Fund and the Fund’s independent public accountants, counsel, custodian or custodians, administrator and transfer and dividend-paying agent and registrar, and taking all reasonable action in the performance of its obligations under this Agreement to assure that all necessary information is approximately averagedmade available to each of them.

Investment Management Services. In acting as investment manager Subject to the direction and approval of the Board of Directors of the Fund, Prudential will manage the investments of the Fund and determine the composition of the assets of each of the Fund's Portfolios, including the purchase, retention, or sale of the securities and cash contained in those Portfolios. These duties will be performed in accordance with the investment objectives and policies of each Portfolio, as stated in the Investment Manager shall regularly Fund's Articles of Incorporation, By-Laws, Prospectus, Statement of Additional Information and in resolutions adopted by the Fund's Board of Directors. Prudential will provide the Portfolio with such investment researchresearch and conduct a continuous program of evaluation, advice investment, sales, and management as the Fund may from time to time consider necessary for the proper management reinvestment of the Portfolio and shall furnish continuously an investment program and shall determine Fund's assets by determining which securities shall be purchased, sold or exchanged for each Portfolio, when these transactions should be executed, and what portion of the assets of the each Portfolio shall should be held in the various securities in which it may invest. Prudential will exercise its best judgment in performing the services described above. The Fund understands that Prudential now serves, and will continue to serve, as investment manager or adviser to other investment companies and to clients that are not investment companies, and that Prudential also performs similar functions in managing its own assets, subject always to any restrictions the assets of its separate accounts, and the assets of certain of its subsidiaries. The Fund understands that the employees of Prudential who assist in the performance of the Fundservices described above will also devote time to rendering similar services to the other entities for which Prudential also acts as investment manager or adviser. When investment opportunities arise that may be appropriate for more than one entity for which Prudential serves as investment manager or adviser, Prudential will not favor one over another and may allocate investments among them in an impartial manner believed to be equitable to each entity involved. The allocations will be based on each entity's Articles of Incorporation investment objectives and By-Lawsits current cash and investment positions. Because the various entities for which Prudential acts as investment manager or adviser have different investment objectives and positions, as amended or supplemented Prudential may from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as time buy a particular security for one or more such entities while at the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by time its sells such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averagedanother.

Investment Management Services. In acting as investment manager to Investment Manager of the PortfolioFund, the Investment Manager shall regularly provide the Portfolio Fund with such investment research, advice and management as the Fund Corporation may from time to time consider necessary for the proper management of the Portfolio Fund and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio Fund shall be held in the various securities or other assets, subject always to any restrictions of the FundCorporation's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws law and regulations including the Investment Company 1940 Act, and the statements relating to the PortfolioFund's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-Corporation then currently effective effectively under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund Corporation at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the FundCorporation, all actions which it deems necessary to implement the investment policies of the PortfolioFund, determined as provided above. Subject to the foregoing, and the Investment Manager shall have the authority to engage one or more sub-investment managers in particular to connection with the management of the Fund, which sub-investment managers may be affiliates of the Investment Manager. The Investment Manager shall place all orders for the purchase or and sale of portfolio securities for the Portfolio account of the Fund with brokers or dealers selected by the Investment Manager, although the Fund will pay the actual brokerage commission on portfolio transactions in accordance with Article 3(d). In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund Corporation as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios Funds or with other accounts managed by the Investment Manager or with the Investment Manager's own general account and separate accountsfunds. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.. The Investment Manager shall furnish to the Corporation necessary assistance in:

Investment Management Services. In acting as investment manager to ------------------------------- the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented 2 from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.

Investment Management Services. In acting as investment manager Subject to the Portfoliogeneral oversight of the Manager, and in accordance with the Series' investment objectives, policies and restrictions, the Investment Manager Sub-Adviser shall regularly provide the Portfolio with such investment research, advice and management act as the Fund investment sub-adviser to the Series and, as such, shall (i) obtain and evaluate such information relating to the economy, industries, businesses, securities markets and securities as it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion of each Series in a manner consistent with the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's Series' investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) determine from time to time securities or other assets/instruments to be purchased, sold, retained, borrowed or lent by the Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub-Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser shall determine what portion of the Allocated Portion's assets will be invested or held uninvested as cash. To carry out such obligations, the Sub-Adviser shall exercise full discretion and act for the Series in the same manner and with the same force and effect as the same Series itself might or could do with respect to purchases, sales or other transactions, as well as with respect to all other such things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. Notwithstanding the foregoing, the Sub-Adviser shall, upon written instructions from the Manager, effect such portfolio transactions for the Allocated Portion as the Manager may from time to time direct; provided however, that (i) the Sub-Adviser shall only be obligated to effect such portfolio transactions to the extent that they are set forth consistent with the investment guidelines in Schedule B, the prospectus Sub-Adviser Disclosure (as that term is defined in Section 2.3 of this Agreement), and any written policies, practices or procedures that may be established by the Board or the Manager from time to time; and (ii) the Sub-Adviser shall not be responsible for any such portfolio transactions effected upon written instructions from the Manager. No reference in this Agreement to the Sub-Adviser having full discretionary authority over the Series' investments shall in any way limit the right of the Fund then-currently effective under Board of Trustees of the Securities Act of 1933 Trust (the "ProspectusBoard"). Should ) or the Board of Directors of the Fund at any time, however, make any definite determination as Manager to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified establish or revise policies in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies management of the Fund as set forth in Series' assets or to otherwise exercise the Prospectus. Nothing herein shall preclude right of the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager Board or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among to control the accounts involved and at a price which is approximately averagedoverall management of the Series' assets.

Investment Management Services. In acting as investment manager to Investment Manager of the PortfolioFund, the Investment Manager shall regularly provide the Portfolio Fund with such investment research, advice and management as the Fund Corporation may from time to time consider necessary for the proper management of the Portfolio Fund and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio Fund shall be held in the various securities or other assets, subject always to any restrictions of the FundCorporation's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws law and regulations including the Investment Company 1940 Act, and the statements relating to the PortfolioFund's investment objectives, policies and restrictions as the same are set forth in the prospectus and statement of additional information of the Fund then-Corporation then currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund Corporation at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fundcorporation, all actions which it deems necessary to implement the investment policies of the PortfolioFund, determined as provided above. Subject to the foregoing, and the Investment Manager shall have the authority to engage one or more sub-investment managers in particular to connection with the management of the Fund, which sub-investment managers may be affiliates of the Investment Manager. The Investment Manager shall place all orders for the purchase or and sale of portfolio securities for the Portfolio account of the Fund with brokers or dealers selected by the Investment Manager, although the Fund will pay the actual brokerage commissions on portfolio transactions in accordance with Article 3(d). In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund Corporation as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of bunching"of orders for the sale or purchase of portfolio securities with the other Portfolios Funds or with other accounts managed by the Investment Manager or with the Investment Manager's own general account and separate accountsfunds. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.. The Investment Manager shall furnish to the Corporation necessary assistance in:

Investment Management Services. In acting The Sub-Adviser shall act as the investment manager subadviser to the PortfolioSeries and, as such, shall (i) obtain and evaluate such information relating to the Investment Manager shall regularly provide the Portfolio with such investment researcheconomy, advice industries, businesses, securities markets and management securities as the Fund it may from time to time consider deem necessary or useful in discharging its responsibilities hereunder, (ii) formulate a continuing program for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held Allocated Portion in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's a manner consistent with its investment objectives, policies and restrictions and the investment guidelines as provided herein in Schedule B, and (iii) determine from time to time securities to be purchased, sold, retained, borrowed or lent by the same Allocated Portion, and implement those decisions, including the selection of entities with or through which such purchases, sales or loans are to be effected; provided, that the Sub Adviser will place orders pursuant to its investment determinations either directly with the issuer or with a broker or dealer. The Sub-Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Sub-Adviser will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. [The Sub-Adviser is directed at all times to seek to execute transactions for the Allocated Portion (i) in the prospectus of the Fund then-currently effective under the Securities Act of 1933 (the "Prospectus"). Should accordance with any written policies, practices or procedures that may be established by the Board of Directors of Trustees or the Fund at Manager from time to time and which have been provided to the Sub-Adviser or (ii) as described in the Series’s Prospectus and SAI.] In placing any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of investments for the Series, in the name of the Allocated Portion or its nominees, the Sub-Adviser shall use its best efforts to obtain for the Allocated Portion “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Manager or the Sub-Adviser, or any of their affiliated persons, except in accordance with the 1940 Act, the Investment Advisers Act of 1940, as amended (“Advisers Act”), and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Series. The Sub-Adviser agrees that it will not execute any portfolio transactions for the Portfolio Allocated Portion with brokers a broker or dealers selected by dealer which is (i) an affiliated person of the Investment ManagerFund, including the Manager or any sub-adviser for the Fund; (ii) a principal underwriter of the Fund’s shares; or (iii) an affiliated person of such an affiliated person or principal underwriter, unless such transactions are (x) exempt under Rules 10f-3(b) or 17a-10, (y) executed in accordance with Rule 17e-1 of the 1940 Act and the Fund’s Rule 17e-1 procedures, as adopted in accordance with Rule 17e-1 or (z)executed in accordance with Rule 10f-3(c) of the 1940 and the Fund’s Rule 10f-3(c) procedures, as adopted in accordance with Rule 10f-3. In connection The Manager agrees that it will provide the Sub-Adviser with the selection a written list of such brokers or and dealers and will, from time to time, update such list as necessary. The Sub-Adviser agrees that it will provide the placing Manager with a written list of brokers and dealers that are affiliates of the Sub-Adviser and will, from time to time, update such list as necessary. Subject to the appropriate policies and procedures approved by the Board of Trustees, the Sub-Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Sub-Adviser and the Allocated Portion an amount of commission for effecting a Series transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Sub-Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such ordersbrokerage or research services provided viewed in terms of that particular transaction or the Sub-Adviser’s overall responsibilities to the Series or its other advisory clients. To the extent authorized by Section 28(e) and the Board of Trustees, the Investment Sub-Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Sub-Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is directed at all times required to follow pay or for which the policies Trust is required to arrange payment. On occasions when the Sub-Adviser deems the purchase or sale of a security to be in the best interest of the Fund Allocated Portion as set forth well as other clients of the Sub-Adviser, the Sub-Adviser to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be purchased or sold to attempt to obtain a more favorable price or lower brokerage commissions and efficient execution. Allocation of the securities so purchased or sold, as well as the expenses incurred in the Prospectustransaction, will be made by the Sub-Adviser in the manner which the Sub-Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Allocated Portion and to its other clients over time. Nothing herein The Sub-Adviser shall preclude provide assistance to the "bunching" of orders Manager, the custodian or recordkeeping agent for the sale Trust in determining or purchase confirming, consistent with the procedures and policies stated in the Trust’s registration statement on Form N-1A with respect to the Series (“Registration Statement”), the value of any portfolio securities with or other assets of the other Portfolios Allocated Portion for which the Manager, custodian or with other accounts managed recordkeeping agent seeks assistance from the Sub-Adviser or identifies for review by the Investment Sub-Adviser. This assistance includes (but is not limited to): (i) designating and providing access to one or more employees of the Sub-Adviser who are knowledgeable about the security/issuer, its financial condition, trading and/or other relevant factors for valuation, which employees shall be available for consultation when the Manager’s Valuation Committee convenes; (ii) assisting the Manager or the Investment Manager's general account custodian in obtaining bids and separate accountsoffers or quotes from broker/dealers or market-makers with respect to securities held by the Allocated Portion, upon the reasonable request of the Manager or custodian; (iii) upon the request of the Manager or the custodian, confirming pricing and providing recommendations for fair valuations; and (iv) maintaining adequate records and written backup information with respect to the securities valuation assistance provided hereunder, and providing such information to the Manager or the Trust upon request, with such records being deemed Trust records. The Investment Manager shall not favor Series hereby authorizes any account over any other and any purchase entity or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among person associated with the accounts involved and at a price Sub-Adviser which is approximately averageda member of a national securities exchange to effect or execute any transaction on the exchange for the account of the Series which is permitted by Section 11(a) of the Exchange Act and Rule 11a2-2(T) thereunder, and the Series hereby consents to the retention of compensation for such transactions in accordance with Rule 11a2-2(T)(a)(2)(iv). The Sub-Adviser shall discharge the foregoing responsibilities subject to the control of the officers and Trustees of the Trust (the “Trustees”) and consistent with the investment objectives, policies and restrictions of the Series as adopted by the Trustees, and subject to such further limitations as the Series may from time to time impose by written notice to the Sub-Adviser and in compliance with applicable laws and regulations. The Sub-Adviser will be an independent contractor and will have no authority to act for or represent the Trust, Series or the Manager in any way or otherwise be deemed an agent of the Trust, Series or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and the Sub-Adviser.

Investment Management Services. In acting as investment manager to the Portfolio, the Investment Manager shall regularly provide the Portfolio with such investment research, advice and management as the Fund may from time to time consider necessary for the proper management of the Portfolio and shall furnish continuously an investment program and shall determine which securities shall be purchased, sold or exchanged and what portion of the assets of the Portfolio shall be held in the various securities or other assets, subject always to any restrictions of the Fund's Articles of Incorporation and By-By- Laws, as amended or supplemented from time to time, the provisions of applicable laws and regulations including the Investment Company Act, and the statements relating to the Portfolio's investment objectives, policies and restrictions as the same are set forth in the prospectus of the Fund then-then- currently effective under the Securities Act of 1933 (the "Prospectus"). Should the Board of Directors of the Fund at any time, however, make any definite determination as to investment policy and notify the Investment Manager thereof, the Investment Manager shall be bound by such determination for the period, if any, specified in such notice or until similarly notified that such determination has been revoked. The Investment Manager shall take, on behalf of the Fund, all actions which it deems necessary to implement the investment policies of the Portfolio, determined as provided above, and in particular to place all orders for the purchase or sale of portfolio securities for the Portfolio with brokers or dealers selected by the Investment Manager. In connection with the selection of such brokers or dealers and the placing of such orders, the Investment Manager is directed at all times to follow the policies of the Fund as set forth in the Prospectus. Nothing herein shall preclude the "bunching" of orders for the sale or purchase of portfolio securities with the other Portfolios or with other accounts managed by the Investment Manager or the Investment Manager's general account and separate accounts. The Investment Manager shall not favor any account over any other and any purchase or sale orders executed contemporaneously shall be allocated in a manner it deems equitable among the accounts involved and at a price which is approximately averaged.