Common use of POWERS OF THE SUB-ADVISER Clause in Contracts

POWERS OF THE SUB-ADVISER. 3.1. The Sub-Adviser's power to direct the investment and reinvestment of the Assets of the Portfolio shall be exercised in accordance with applicable law, the Company's Articles of Incorporation and the investment objectives, policies and restrictions set forth in the then-current Prospectus and Statement of Additional Information (collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended. The Company and/or the Manager may also place additional limitations on the Sub-Adviser's investment decisions by written notice to the Sub-Adviser. The Company agrees to provide promptly to the Sub-Adviser a copy of the documents mentioned above and all changes made to such documents. The Sub-Adviser shall not be bound by any changes to the Company's Articles of Incorporation or the Prospectus relating to the Portfolio and shall have no responsibility to monitor compliance with limitations or restrictions specifically applicable to the Company imposed by such changes until the Sub-Adviser has received written notice of any such change, limitation or restriction. 3.2. While the Sub-Adviser will have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Assets of the Portfolio, the Sub-Adviser will be subject to oversight and supervision of the Manager. Such oversight, however, shall not require prior approval of discretionary investment decisions made by the Sub-Adviser except as may be required by applicable law, the Portfolio's investment policies and estrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder, or as otherwise required by law. 3.3. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the Sub-Adviser's knowledge of such amendment, upon receipt of such amendment, the Sub-Adviser shall immediately notify the Manager of such pending transaction. The Sub-Adviser may proceed with such transaction unless and until the Sub-Adviser receives written notice from the Manager to terminate such transaction provided that proceeding with the transaction would not violate any applicable law, rule or regulation. So long as the Sub-Adviser complies with all provisions of this Section 3.3, the Sub-Adviser will not be responsible for any loss that may result from the completion of the transaction. 3.4. Further, and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Assets of the Portfolio, in its discretion to: (a) exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; (b) maintain all or part of the Portfolio's Assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub- Adviser; (c) instruct the Custodian, in accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the Custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio; (d) provided the Custodian has timely forwarded the relevant proxy materials, determine how to vote all proxies received with respect to securities held in the Portfolio and direct the Custodian as to the voting of such proxies; and (e) generally, perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. 4.

POWERS OF THE SUB-ADVISER. 3.1. The Sub-Adviser's power to direct the investment and reinvestment of the Assets assets of the Portfolio Portfolios shall be exercised in accordance with applicable law, the Company's Articles of Incorporation and the investment objectives, policies and restrictions set forth in the then-current Prospectus and Statement of Additional Information (collectively the "Prospectus") relating to the Portfolio Portfolios contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended. The Company and/or the Manager may also place additional limitations on the Sub-Adviser's investment decisions by written notice to the Sub-Adviser. The Company Manager agrees to provide promptly to the Sub-Adviser a copy of the documents mentioned above and all changes made to such documents, together with a list of companies the securities of which are not to be bought or sold for the Portfolios (such list shall include each security name, cusip, sedol and/or applicable ticker) and a list of affiliated brokers and underwriters for reporting transactions under applicable provisions of the 1940 Act. The Sub-Adviser These documents and any amendments thereto shall not be bound by any changes deemed effective with respect to the Company's Articles of Incorporation or the Prospectus relating to the Portfolio and shall have no responsibility to monitor compliance with limitations or restrictions specifically applicable to the Company imposed by such changes until the Sub-Adviser has received written notice of any such change, limitation or restriction. 3.2until three business days after its receipt thereof. While the Sub-Adviser will have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Assets of the PortfolioPortfolios, the Sub-Adviser will be subject to oversight and supervision of by the Manager. Such oversight, however, shall not require prior approval of discretionary investment decisions made by the Sub-Adviser except as may be required by applicable law, the Portfolio's Portfolios' investment policies and estrictions restrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with the Portfolio's Portfolios' investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the provisions of Section 817(h) of the Internal Revenue Code and the regulations promulgated thereunder, or as otherwise required by law. 3.3. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the Sub-Adviser's knowledge of such amendment, upon receipt of such amendment, the Sub-Adviser shall immediately notify the Manager of such pending transaction. The Sub-Adviser may proceed with such transaction unless and until the Sub-Adviser receives written notice from the Manager to terminate such transaction provided that proceeding with the transaction would not violate any applicable law, rule or regulation. So long as the Sub-Adviser complies with all provisions of this Section 3.3, the Sub-Adviser will not be responsible for any loss that may result from the completion of the transaction. 3.4. Further, and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Assets of the PortfolioPortfolios, in its discretion to: (a) exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the PortfolioPortfolios; (b) maintain all or part of the Portfolio's Assets Portfolios' assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub- Sub-Adviser; (c) instruct the Custodian, in accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the PortfolioPortfolios, and to pay cash for securities or other cash and/or securities instruments delivered to the Custodian and/or credited to the Portfolio Portfolios upon acquisition of the same for the PortfolioPortfolios; (d) provided the Custodian has timely forwarded the relevant proxy materials, determine how to vote all proxies received with respect to securities held in the Portfolio Portfolios and direct the Custodian as to the voting of such proxies; and (e) generally, perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. 4SELECTION OF BROKER-DEALERS. The Sub-Adviser shall select the brokers and dealers through whom transactions on behalf of the Portfolios will be executed and the markets on or in which such transactions will be executed and shall place, in the name of the Portfolio or its nominee (or appropriate foreign equivalent), all such orders. In selecting brokers and dealers to execute such transactions, and in negotiating brokerage commissions, and in obtaining research, statistical and other information from brokers and dealers in connection with Portfolio transactions, the Sub-Adviser shall comply with applicable law. It is understood that certain other clients (including other funds, portfolios and accounts) of the Sub-Adviser may have investment objectives and policies similar to those of the Portfolios and that the Sub-Adviser may, from time to time, make recommendations that result in the purchase (or sale) of a particular security by its other clients and the Portfolios during the same period of time. If transactions on behalf of more than one client during the same period increase the demand for securities being purchased or the supply of securities being sold, there may be an adverse effect on price or quantity. In such event, the Sub-Adviser shall allocate the securities or investments to be purchased or sold, as well as the expenses incurred in the transactions (including price) in a manner the Sub-Adviser considers equitable and consistent with its obligations to the Portfolios and the Sub-Adviser's other clients. The Sub-Adviser agrees that it will only enter into transactions that are covered by Section 10(f), Section 17(a) or Section 17(e) of the 1940 Act if it has (i) complied with Rule 10f-3, Rule 17a-7 or Rule 17e-1 thereunder, respectively, or the terms of an appropriate exemptive order issued to the Company by the SEC, and (ii) has complied with the procedures adopted thereunder by the Board of Directors of the Company which may, pursuant to authority granted by the Company, be supplemented by interpretive guidelines of the Manager.

POWERS OF THE SUB-ADVISER. 3.1. The Sub-Adviser's power to direct the investment and reinvestment of the Assets of the Portfolio shall be exercised in accordance with applicable law, the Company's Articles of Incorporation and the investment objectives, policies and restrictions set forth in the then-then- current Prospectus and Statement of Additional Information (collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended. The Company and/or the Manager may also place additional limitations on the Sub-Adviser's investment decisions by written notice to the Sub-Adviser. The Company agrees to provide promptly to the Sub-Adviser a copy of the documents mentioned above and all changes made to such documents. The Sub-Adviser shall not be bound by any changes to the Company's Articles of Incorporation or the Prospectus relating to the Portfolio and shall have no responsibility to monitor compliance with limitations or restrictions specifically applicable to the Company imposed by such changes until the Sub-Adviser has received written notice of any such change, limitation or restriction. 3.2. While the Sub-Adviser will have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Assets of the Portfolio, the Sub-Adviser will be subject to oversight and supervision of the Manager. Such oversight, however, shall not require prior approval of discretionary investment decisions made by the Sub-Adviser except as may be required by applicable law, the Portfolio's investment policies and estrictions restrictions and/or any limitations imposed on the Sub-Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder, or as otherwise required by law. 3.3. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the Sub-Adviser's knowledge of such amendment, upon receipt of such amendment, the Sub-Adviser shall immediately notify the Manager of such pending transaction. The Sub-Adviser may proceed with such transaction unless and until the Sub-Adviser receives written notice from the Manager to terminate such transaction provided that proceeding with the transaction would not violate any applicable law, rule or regulation. So long as the Sub-Adviser complies with all provisions of this Section 3.3, the Sub-Adviser will not be responsible for any loss that may result from the completion of the transaction. 3.4. Further, and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Assets of the Portfolio, in its discretion to: (a) exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; (b) maintain all or part of the Portfolio's Assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub- Adviser; (c) instruct the Custodian, in accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the Custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio; (d) provided the Custodian has timely forwarded the relevant proxy materials, determine how to vote all proxies received with respect to securities held in the Portfolio and direct the Custodian as to the voting of such proxies; and (e) generally, perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. 4.

POWERS OF THE SUB-ADVISER. 3.1. The Sub-Adviser's power to direct the investment and reinvestment of the Assets of the Portfolio shall be exercised in accordance with applicable law, the Company's Articles of Incorporation and the investment objectives, policies and restrictions set forth in the then-current Prospectus and Statement of Additional Information (collectively the "Prospectus") relating to the Portfolio contained in the Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended. The Company and/or the Manager may also place additional limitations on the Sub-Sub- Adviser's investment decisions by written notice to the Sub-Sub- Adviser. The Company agrees to provide promptly to the Sub-Sub- Adviser a copy of the documents mentioned above and all changes made to such documents. The Sub-Adviser shall not be bound by any changes to the Company's Articles of Incorporation or the Prospectus relating to the Portfolio and shall have no responsibility to monitor compliance with limitations or restrictions specifically applicable to the Company company imposed by such changes until the Sub-Adviser has received written notice of any such change, limitation or restriction. 3.2. While the Sub-Adviser will have day-to-day responsibility for the discretionary investment decisions to be made on behalf of the Assets of the Portfolio, the Sub-Adviser will be subject to oversight and supervision of the Manager. Such oversight, however, shall not require prior approval of discretionary investment decisions made by the Sub-Adviser except as may be required by applicable law, the Portfolio's investment policies and estrictions restrictions and/or any limitations imposed on the Sub-Sub- Adviser by the Company and/or the Manager pursuant to the preceding paragraph. The Manager shall retain the right to instruct the Sub-Adviser to effect any transactions necessary to ensure compliance with the Portfolio's investment policies and restrictions as well as the requirements of Subchapter M of the Internal Revenue Code and the regulations promulgated thereunder, or as otherwise required by law. 3.3. In the event the Sub-Adviser's compliance with any amendment of the Portfolio's investment objectives, policies and restrictions or other limitations placed on the Sub-Adviser's investment decisions with respect to the Portfolio would interfere with the completion of any transaction commenced on behalf of the Portfolio prior to the Sub-Adviser's knowledge of such amendment, upon receipt of such amendment, the Sub-Adviser shall immediately notify the Manager of such pending transaction. The Sub-Adviser may proceed with such transaction unless and until the Sub-Adviser receives written notice from the Manager to terminate such transaction provided that proceeding with the transaction would not violate any applicable law, rule or regulation. So long as the Sub-Adviser complies with all provisions of this Section 3.3, the Sub-Adviser will not be responsible for any loss that may result from the completion of the transaction. 3.4. Further, and except as may be qualified elsewhere in this Agreement, the Sub-Adviser is hereby authorized, for and on behalf of the Company, with respect to the Assets of the Portfolio, in its discretion to: (a) exercise any conversion and/or subscription rights available in connection with any securities or other investments held in the Portfolio; (b) maintain all or part of the Portfolio's Assets uninvested in short-term income-producing instruments for such periods of time as shall be deemed reasonable and prudent by the Sub- Sub-Adviser; (c) instruct the Custodian, in accordance with the Custodian Agreement, to deliver for cash received, securities or other cash and/or securities instruments sold, exchanged, redeemed or otherwise disposed of from the Portfolio, and to pay cash for securities or other cash and/or securities instruments delivered to the Custodian and/or credited to the Portfolio upon acquisition of the same for the Portfolio; (d) provided the Custodian has timely forwarded the relevant proxy materials, determine how to vote all proxies received with respect to securities held in the Portfolio and direct the Custodian as to the voting of such proxies; and (e) generally, perform any other act necessary to enable the Sub-Adviser to carry out its obligations under this Agreement. 4.