Common use of Sub-Advisory Services Clause in Contracts

Sub-Advisory Services. Subject to the supervision of the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for the Company, including investment research and management with respect to all securities and investments of the Company. At the request of UST, USTNY will determine what securities and other investments will be purchased, retained or sold by the Company. At the request of UST, USTNY will perform any or all of the other duties of UST under the Investment Advisory Agreement. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the Prospectus, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission, and will in addition conduct its activities under this Agreement in accordance with applicable law, including but not limited to applicable banking law; (b) will not make loans for the purpose of purchasing or carrying Company Units, or make loans to the Company; (c) will place orders pursuant to its investment determinations for the Company either directly with the issuer or with any broker or dealer selected by it. In placing orders with brokers and/or dealers, USTNY shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY or any of its affiliates exercises investment discretion. USTNY is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY with respect to the accounts as to which it exercises investment discretion; (d) will maintain books and records with respect to the securities and other investment transactions entered into pursuant to this Agreement and will render to UST and the Company's Board of Managers such periodic and special reports as they may request; (e) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Company.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyDRZ Portfolio provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanyDRZ Portfolio. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Company. At DRZ Portfolio, the request of UST, USTNY will perform any or all appropriate portion of the DRZ Portfolio's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other duties of UST under foreign currency matters, and the Investment Advisory Agreementmanner in which voting rights, rights to consent to corporate action and other rights pertaining to the DRZ Portfolio's investments should be exercised. USTNY The Sub-Adviser will provide implement such determinations through the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated placement, in the Prospectusname of the Portfolio, of orders for the execution of portfolio transactions with it through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company DRZ Portfolio either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company DRZ Portfolio and/or other accounts over which USTNY or any of its affiliates the Sub- Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the DRZ Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In no instance will portfolio securities be purchased from or sold to the Trust, BISYS Fund Services Limited Partnership, the Adviser or Sub- Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act; (de) will maintain all necessary or appropriate books and records with respect to the DRZ Portfolio's securities transactions in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31(a) of the 1940 Act and will render to UST and furnish the CompanyTrust's Board of Managers Trustees such periodic and special reports as they the Board reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Company. Nothing Adviser and the Trust, PROVIDED, HOWEVER, that nothing contained herein, however, herein shall prohibit USTNY the Sub-Adviser from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyPortfolio; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Adviser, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the DRZ Portfolio.

Sub-Advisory Services. Subject to the supervision of the Board of Managers Directors of the Company and the oversight of USTthe Managing Investment Adviser, at the request of USTthe Managing Investment Adviser, USTNY USTNA will provide a continuous investment program for the Company, including investment research and management with respect to all securities and investments of the Company. At the request of USTthe Managing Investment Adviser, USTNY USTNA will determine what securities and other investments will be purchased, retained or sold by the Company. At the request of USTthe Managing Investment Adviser, USTNY USTNA will perform any or all of the other duties of UST the Managing Investment Adviser under the Investment Advisory Agreement. USTNY USTNA will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the Prospectus, the Company's policies and procedures and the requirements applicable to UST the Managing Investment Adviser under the Investment Advisory Agreement. USTNY USTNA further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission, and will in addition conduct its activities under this Agreement in accordance with applicable law, including but not limited to applicable banking law; (b) will not make loans for the purpose of purchasing or carrying Company UnitsShares, or make loans to the Company; (c) will place orders pursuant to its investment determinations for the Company either directly with the issuer or with any broker or dealer selected by it. In placing orders with brokers and/or dealers, USTNY USTNA shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY USTNA may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY USTNA or any of its affiliates exercises investment discretion. USTNY USTNA is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY USTNA determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY USTNA with respect to the accounts as to which it exercises investment discretion; (d) will maintain books and records with respect to the securities and other investment transactions entered into pursuant to this Agreement and will render to UST the Managing Investment Adviser and the Company's Board of Managers Directors such periodic and special reports as they may request; (e) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY USTNA may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY USTNA from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Company.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyDRZ Portfolio provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanyDRZ Portfolio. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Company. At DRZ Portfolio, the request of UST, USTNY will perform any or all appropriate portion of the DRZ Portfolio's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other duties of UST under foreign currency matters, and the Investment Advisory Agreementmanner in which voting rights, rights to consent to corporate action and other rights pertaining to the DRZ Portfolio's investments should be exercised. USTNY The Sub-Adviser will provide implement such determinations through the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated placement, in the Prospectusname of the Portfolio, of orders for the execution of portfolio transactions with it through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (bc) will not make loans for to any person to purchase or carry shares of capital stock in the purpose of purchasing or carrying Company Units, or make loans to the Company; (cd) will place orders pursuant to its investment determinations for the Company DRZ Portfolio either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company DRZ Portfolio and/or other accounts over which USTNY or any of its affiliates the Sub- Adviser exercises investment discretion. USTNY Subject to the review of the Company's Board of Directors from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the DRZ Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In no instance will portfolio securities be purchased from or sold to the Company, BISYS Fund Services Limited Partnership, the Adviser or Sub-Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act; (de) will maintain all necessary or appropriate books and records with respect to the DRZ Portfolio's securities transactions in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31(a) of the 1940 Act and will render to UST and furnish the Company's Board of Managers Directors such periodic and special reports as they the Board reasonably may request; (ef) will treat confidentially and as proprietary information of the Adviser and the Company all records and other information relative to the Adviser and the Company and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Company and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Adviser and the Company. Nothing , PROVIDED, HOWEVER, that nothing contained herein, however, herein shall prohibit USTNY the Sub-Adviser from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Portfolio; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Company, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Company's account are customers of the Adviser, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Company; and (h) render, upon request of the Adviser or the Company's Board of Directors, written reports concerning the investment activities of the DRZ Portfolio.

Sub-Advisory Services. Subject to such written instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY Sub-Adviser will provide a continuous an investment program for the CompanySegment, including investment research and management with respect to all securities and investments of investments, including cash and cash equivalents in the Company. At the request of USTSegment, USTNY and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the CompanySegment. At The Sub-Adviser will implement such determinations through the request of USTplacement, USTNY will perform any or all on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Adviser proxy and other duties materials relating to the exercise of UST under such shareholder rights and the Investment Advisory AgreementAdviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's investments should be exercised. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the ProspectusIn fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company Fund either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or dealersorders, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain the most favorable best execution of its such orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell effect portfolio securities to transactions through brokers and from brokers dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Fund and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act; (de) will maintain books and all necessary or appropriate records with respect to the Fund's securities transactions for the Segment in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31 (a) of the 1940 Act, and will render to UST and furnish the CompanyTrust's Board of Managers Trustees and the Adviser such periodic and special reports as they the Board and Adviser reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted to its independent auditors and regulatory authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust; provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyMAS Portfolio provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanyMAS Portfolio. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Company. At Fund for the request of USTMAS Portfolio, USTNY will perform any or all the appropriate portion of the MAS Portfolio's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other duties of UST under foreign currency matters, and the Investment Advisory Agreementmanner in which voting rights, rights to consent to corporate action and other rights pertaining to the MAS Portfolio's investments should be exercised. USTNY The Sub-Adviser will provide implement such determinations through the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated placement, in the Prospectusname of the Fund for the MAS Portfolio, of orders for the execution of portfolio transactions with it through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company MAS Portfolio either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Fund and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Sub-Adviser may consider the sale of shares of the Trust. In no instance will portfolio securities be purchased from or sold to the Trust, BISYS Fund Services Limited Partnership, the Adviser, any other sub-investment adviser for the Trust ("other sub-advisers"), or the Sub-Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act or an exemption therefrom; (de) will maintain all necessary or appropriate books and records with respect to the MAS Portfolio's securities transactions in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31 (a) of the 1940 Act and will render to UST and furnish the CompanyTrust's Board of Managers Trustees such periodic and special reports as they the Board reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust, Provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the MAS Portfolio.

Sub-Advisory Services. Subject to the supervision of the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY USTNA will provide a continuous investment program for the Company, including investment research and management with respect to all securities and investments of the Company. At the request of UST, USTNY USTNA will determine what securities and other investments will be purchased, retained or sold by the Company. At the request of UST, USTNY USTNA will perform any or all of the other duties of UST under the Investment Advisory Agreement. USTNY USTNA will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the Prospectus, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY USTNA further agrees that it: : (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission, and will in addition conduct its activities under this Agreement in accordance with applicable law, including but not limited to applicable banking law; ; (b) will not make loans for the purpose of purchasing or carrying Company Units, or make loans to the Company; ; (c) will place orders pursuant to its investment determinations for the Company either directly with the issuer or with any broker or dealer selected by it. In placing orders with brokers and/or dealers, USTNY USTNA shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY USTNA may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY USTNA or any of its affiliates exercises investment discretion. USTNY USTNA is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY USTNA determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY USTNA with respect to the accounts as to which it exercises investment discretion; ; (d) will maintain books and records with respect to the securities and other investment transactions entered into pursuant to this Agreement and will render to UST and the Company's Board of Managers such periodic and special reports as they may request; ; (e) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY USTNA may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY USTNA from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Company.

Sub-Advisory Services. Subject to such written instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY Sub-Adviser will provide a continuous an investment program for the CompanySegment, including investment research and management with respect to all securities and investments of investments, including cash and cash equivalents in the Company. At the request of USTSegment, USTNY and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the CompanySegment. At The Sub-Adviser will implement such determinations through the request of USTplacement, USTNY will perform any or all on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other duties materials relating to the exercise of UST under such shareholder rights and, unless otherwise instructed by the Investment Advisory Agreement. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the ProspectusAdviser, the CompanySub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's policies and procedures and investments should be exercised. In fulfilling its responsibilities hereunder, the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company Fund either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or dealersorders, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain the most favorable best execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY or any of its affiliates exercises investment discretion. USTNY is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY with respect to the accounts as to which it exercises investment discretion;such (de) will maintain books and all necessary or appropriate records with respect to the Fund's securities transactions for the Segment in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31(a) of the 1940 Act, and will render to UST and furnish the CompanyTrust's Board of Managers Trustees and the Adviser such periodic and special reports as they the Board and Adviser reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted to its independent auditors and regulatory authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust; provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.

Sub-Advisory Services. Subject to the supervision of the Board of Managers Directors of the Company Fund, Provident, through its Trust Division and on behalf of the oversight of USTFund, at the request of UST, USTNY will provide a continuous investment program for the Company, including Fund investment research and management credit analysis concerning prospective and existing Fund investments, make recommendations with respect to all securities the Fund's continuous investment program, supply PIMC computer facilities and investments of the Companyoperating personnel, and provide such statistical services as PIMC may from time to time reasonably request. At the request of UST, USTNY will determine what securities and other investments will be purchased, retained or sold by the Company. At the request of UST, USTNY will perform any or all of the other duties of UST under the Investment Advisory Agreement. USTNY Provident will provide the services rendered by it hereunder in accordance with the CompanyFund's investment objectives objective, policies and policies restrictions as stated in the ProspectusFund's prospectus, the Company's policies as presently in effect and procedures and the requirements applicable as it may be amended or supplemented from time to UST under the Investment Advisory Agreementtime. USTNY Provident further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; 2 (b) will conform with all applicable rules Rules and regulations Regulations of the Securities and Exchange CommissionCommission (hereinafter called the "Rules"), and will in addition conduct its activities under this Agreement in accordance with the regulations of the Board of Governors of the Federal Reserve System pertaining to the investment advisory activities of bank holding companies to the same extent as if such regulations were by their terms applicable law, including but not limited to applicable banking lawits activities hereunder; (bc) will not invest its assets or assets of any fiduciary account managed by it in shares of the Fund, make loans for the purpose purposes of purchasing or carrying Company Unitssuch shares, or make loans to the Company; (c) will place orders pursuant to its investment determinations for the Company either directly with the issuer or with any broker or dealer selected by it. In placing orders with brokers and/or dealers, USTNY shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY or any of its affiliates exercises investment discretion. USTNY is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY with respect to the accounts as to which it exercises investment discretionFund; (d) will maintain or cause PIMC to maintain books and records with respect to the Fund's securities and other investment transactions entered into pursuant to this Agreement and transactions; (e) will render to UST and the CompanyFund's Board of Managers Directors such periodic and special reports as they the Board may request;; and (ef) will treat confidentially maintain its policy and as proprietary information practice of conducting its Trust Division independently of its Commercial Division. In making investment recommendations for the Fund, Trust Division personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the Company all records and other information relative to Commercial Division. In dealing with commercial customers, the Company and prior, present or potential shareholders, and Commercial Division will not use such records and information for any purpose other than performance inquire or take into consideration whether securities of its responsibilities and duties hereunder, except after prior notification to and approval in writing those customers are held by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyFunds provided by the Sub-Adviser shall include, including among other things, investment research and management with respect 2 to all securities securities, investments and investments of cash equivalents in the CompanyFunds. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Company. At Fund, the request of UST, USTNY will perform any or all appropriate portion of the Fund's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other duties of UST under foreign currency matters, and the Investment Advisory Agreementmanner in which voting rights, rights to consent to corporate action and other rights pertaining to the Funds' investments should be exercised. USTNY The Sub-Adviser will provide implement such determinations through the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated placement, in the Prospectusname of a Fund, of orders for the execution of portfolio transactions with or through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (bc) will not make loans for to any person to purchase or carry units of beneficial interest in the purpose of purchasing or carrying Company Units, Group or make loans to the CompanyGroup; (cd) will place orders pursuant to its investment determinations for the Company Funds either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to to, from and from through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Funds and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Group's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion; (d) will maintain books and records with respect to the securities and other investment transactions entered into pursuant to this Agreement and will render to UST and the Company's Board of Managers such periodic and special reports as they may request; (e) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Company.investment

Sub-Advisory Services. Subject to such written instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY Sub-Adviser will provide a continuous an investment program for the CompanySegment, including investment research and management with respect to all securities and investments of investments, including cash and cash equivalents in the Company. At the request of USTSegment, USTNY and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the CompanySegment. At The Sub-Adviser will implement such determinations through the request of USTplacement, USTNY will perform any or all on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust’s Custodian to forward promptly to the Sub-Adviser proxy and other duties materials relating to the exercise of UST under such shareholder rights and, unless otherwise instructed by the Investment Advisory Agreement. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the ProspectusAdviser, the Company's policies Sub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and procedures and other rights pertaining to the requirements applicable to UST under Fund’s investments should be exercised. In fulfilling its responsibilities hereunder, the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange CommissionCommission (“SEC”) to the extent such reasonably relate to the scope of the Sub-Adviser’s obligations as reasonably contemplated under this Agreement, and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company Fund either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or dealersorders, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain the most favorable best execution of its such orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell effect portfolio securities to transactions through brokers and from brokers dealers who provide brokerage and research services (within the meaning of Section 28(e28(c) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Fund and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust’s Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to cause the Fund to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. The Trust or the Adviser may, from time to time in writing, direct the Sub-Adviser to place orders through one or more brokers or dealers and, thereafter, the Sub-Adviser will have no responsibility for ensuring best execution with respect to such orders. In no instance will portfolio securities be purchased from or sold to the Sub-Adviser or any affiliated person of the Sub-Adviser as principal except as may be permitted by the 1940 Act or an exemption therefrom. If the Sub-Adviser determines in good faith that the transaction is in the best interest of each client, securities may be purchased on behalf of the Fund from, or sold on behalf of the Fund to, another client of the Sub-Adviser in compliance with Rule 17a-7 under the 1940 Act; (de) will maintain books and all necessary or appropriate records with respect to the Fund’s securities transactions for the Segment in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31 (a) of the 1940 Act, and will render to UST furnish the Trust’s Board of Trustees and the Company's Board of Managers Adviser such periodic and special reports as they the Board and Adviser reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted to its independent auditors and regulatory authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust; provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser’s personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund’s account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its subsidiaries and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust’s Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser’s Segment of the Fund.

Sub-Advisory Services. Subject to the supervision of the Board of Managers of Directors, the Company and Subadviser shall assist the oversight of UST, at the request of UST, USTNY will provide Adviser in providing a continuous investment program for with respect to the CompanyFund's portfolio, including without limitation investment research and management with respect to all securities and investments of and cash equivalents in the CompanyFund. At The Subadviser may, subject to the request of USTAdviser's review, USTNY will determine what the securities and other investments will to be purchased, sold or retained or sold by the CompanyFund, and the Subadviser may place orders directly with the issuer or any broker or dealer for such securities and investments. At the request of UST, USTNY will perform any or all of the other duties of UST under the Investment Advisory Agreement. USTNY The Adviser will provide the services rendered by it hereunder under this Agreement in accordance with the CompanyFund's investment objectives objective, policies and policies restrictions as stated in the ProspectusFund's prospectus and Statement of Additional Information, which shall be forwarded to the Subadviser by the Adviser from time to time, and resolutions of the Board of Directors applicable to the Fund provided those resolutions are communicated to the Subadviser and a reasonable amount of time is provided in order for it to comply. Without limiting the generality of the foregoing, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY Subadviser further agrees that it: (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable rules Rules and regulations Regulations of the Securities and Exchange Commission, Commission under the 1940 Act applicable to investment advisers to registered investment companies and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited to applicable banking law; (b) will not make loans for the purpose regulations of purchasing or carrying Company Units, or make loans any governmental authority pertaining to the Companyinvestment advisory activities of the Subadviser; (c) will place or cause to be placed orders pursuant to its investment determinations for the Company Fund either directly with the issuer or with any broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall use its best efforts the Subadviser will attempt to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY may, obligation and to the extent permitted by lawthe 1940 Act, when the execution and price offered by two or more brokers or dealers are comparable, the Adviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage the Adviser with research advice and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY or any of its affiliates exercises investment discretion. USTNY is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY with respect to the accounts as to which it exercises investment discretionservices; (d) will maintain or cause to be maintained all books and records with respect to the securities and other investment transactions entered into pursuant to this Agreement of the Fund and will render to UST and furnish the Company's Board of Managers Directors with such periodic and special reports as they the Board may request;; and (e) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and the Fund and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Company.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyFunds provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanyFunds. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Company. At Fund, the request of UST, USTNY will perform any or all appropriate portion of the Fund's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other duties of UST under foreign currency matters, and the Investment Advisory Agreementmanner in which voting rights, rights to consent to corporate action and other rights pertaining to the Funds' investments should be exercised. USTNY The Sub-Adviser will provide implement such determinations through the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated placement, in the Prospectusname of a Fund, of orders for the execution of portfolio transactions with or through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (bc) will not make loans for to any person to purchase or carry units of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company Funds either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to to, from and from through brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Funds and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for a Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In no instance will portfolio securities be purchased from or sold to the Trust, Security Management Company, Adviser or Sub-Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act; (de) will maintain all necessary or appropriate books and records with respect to each Fund's securities transactions in accordance with all applicable laws, rules and regulations, including but not limited to Section 31(a) of the securities and other investment transactions entered into pursuant to this Agreement 1940 Act and will render to UST and furnish the CompanyTrust's Board of Managers Trustees such periodic and special reports as they the Board reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholdersinterest-holders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Company. Nothing Adviser and the Trust, PROVIDED, HOWEVER, that nothing contained herein, however, herein shall prohibit USTNY the Sub-Adviser from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include be directed to persons including prior, present or potential shareholders of the CompanyFunds; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Adviser, Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Funds.

Sub-Advisory Services. Subject to the supervision of the Board of Managers Directors of the Company Fund, Provident, through its Trust Division and on behalf of the oversight of USTFund, at the request of UST, USTNY will provide a continuous investment program for the Company, including Find investment research and management credit analysis concerning prospective and existing Fund investments, make recommendations with respect to all securities the Fund's continuous investment program, supply PIMC computer facilities and investments of the Companyoperating personnel, and provide such statistical services as PIMC may from time to time reasonably request. At the request of UST, USTNY will determine what securities and other investments will be purchased, retained or sold by the Company. At the request of UST, USTNY will perform any or all of the other duties of UST under the Investment Advisory Agreement. USTNY Provident will provide the services rendered by it hereunder in accordance with the CompanyFund's investment objectives objective, policies and policies restrictions as stated in the ProspectusFund's prospectus, the Company's policies as presently in effect and procedures and the requirements applicable as it may be amended or supplemented from time to UST under the Investment Advisory Agreementtime. USTNY Provident further agrees that it:: 2 (a) will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; (b) will conform with all applicable rules Rules and regulations Regulations of the Securities and Exchange CommissionCommission (hereinafter called the "Rules"), and will in addition conduct its activities under this Agreement in accordance with the regulations of the Board of Governors of the Federal Reserve System pertaining to the investment advisory activities of bank holding companies to the same extent as if such regulations were by their terms applicable law, including but not limited to applicable banking lawits activities hereunder; (bc) will not invest its assets or assets of any fiduciary account managed by it in shares of the Fund, make loans for the purpose purposes of purchasing or carrying Company Unitssuch shares, or make loans to the Company; (c) will place orders pursuant to its investment determinations for the Company either directly with the issuer or with any broker or dealer selected by it. In placing orders with brokers and/or dealers, USTNY shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY or any of its affiliates exercises investment discretion. USTNY is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY with respect to the accounts as to which it exercises investment discretionFund; (d) will maintain or cause PIMC to maintain books and records with respect to the Fund's securities and other investment transactions entered into pursuant to this Agreement and transactions; (e) will render to UST and the CompanyFund's Board of Managers Directors such periodic and special reports as they the Board may request;; and (ef) will treat confidentially maintain its policy and as proprietary information practice of conducting its Trust Division independently of its Commercial Division. In making investment recommendations for the Fund, Trust Division personnel will not inquire or take into consideration whether the issuer of securities proposed for purchase or sale for the Fund's account are customers of the Company all records and other information relative to Commercial Division. In dealing with commercial customers, the Company and prior, present or potential shareholders, and Commercial Division will not use such records and information for any purpose other than performance inquire or take into consideration whether securities of its responsibilities and duties hereunder, except after prior notification to and approval in writing those customers are held by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyFunds provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanyFunds. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the CompanyFunds, the appropriate portion of each Fund's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other foreign currency matters, and the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Funds' investments should be exercised. At The Sub-Adviser will implement such determinations through the request of USTplacement, USTNY will perform any or all in the name of the other duties applicable Fund, of UST under orders for the Investment Advisory Agreementexecution of portfolio transactions with it through such brokers or dealers as it may select. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the ProspectusIn fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the Securities SEC and Exchange Commission, and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited to applicable banking law; (b) will not make loans for the purpose regulations of purchasing or carrying Company Units, or make loans any government authority pertaining to the Companyinvestment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (c) will place orders pursuant to its investment determinations for the Company Funds either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Funds and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Sub-Adviser may consider the sale of shares of the Trust. In no instance will portfolio securities be purchased from or sold to the Trust, BISYS Fund Services Limited Partnership, the Adviser, any other sub-investment adviser for the Trust ("other sub-advisers"), or the Sub-Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act, any rules or regulations thereunder, or an exemption therefrom; (d) will maintain all necessary or appropriate books and records with respect to the Funds' securities transactions in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31(a) of the 1940 Act and will render to UST and furnish the CompanyTrust's Board of Managers Trustees such periodic and special reports as they the Board reasonably may request; (e) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust, provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from complying with applicable laws or regulations or advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund; (f) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Sub- Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (g) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Funds.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanyFunds provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanyFunds. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the CompanyFunds, the appropriate portion of each Fund's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other foreign currency matters, and the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Funds' investments should be exercised. At The Sub-Adviser will implement such determinations through the request of USTplacement, USTNY will perform any or all in the name of the other duties applicable Fund, of UST under orders for the Investment Advisory Agreementexecution of portfolio transactions with it through such brokers or dealers as it may select. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the ProspectusIn fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the Securities SEC and Exchange Commission, and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited to applicable banking law; (b) will not make loans for the purpose regulations of purchasing or carrying Company Units, or make loans any government authority pertaining to the Companyinvestment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (c) will place orders pursuant to its investment determinations for the Company Funds either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Funds and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Sub-Adviser may consider the sale of shares of the Trust. In no instance will portfolio securities be purchased from or sold to the Trust, BISYS Fund Services Limited Partnership, the Adviser, any other sub-investment adviser for the Trust ("other sub-advisers"), or the Sub-Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act, any rules or regulations thereunder, or an exemption therefrom; (d) will maintain all necessary or appropriate books and records with respect to the Funds' securities transactions in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31(a) of the 1940 Act and will render to UST and furnish the CompanyTrust's Board of Managers Trustees such periodic and special reports as they the Board reasonably may request; (e) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust, provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from complying with applicable laws or regulations or advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund; (f) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (g) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Funds.

Sub-Advisory Services. Subject to such written instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY Sub-Adviser will provide a continuous an investment program for the CompanySegment, including investment research and management with respect to all securities and investments of investments, including cash and cash equivalents in the Company. At the request of USTSegment, USTNY and will determine from time to time what securities and other investments will be purchased, retained or sold by and within the CompanySegment. At The Sub-Adviser will implement such determinations through the request of USTplacement, USTNY will perform any or all on behalf of the Fund, of orders for the execution of portfolio transactions through such brokers or dealers as it may select. The Adviser will instruct the Trust's Custodian to forward promptly to the Sub-Adviser proxy and other duties materials relating to the exercise of UST under such shareholder rights and, unless otherwise instructed by the Investment Advisory Agreement. USTNY will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the ProspectusAdviser, the CompanySub-Adviser will determine from time to time the manner in which voting rights, rights to consent to corporate action and other rights pertaining to the Fund's policies and procedures and investments should be exercised. In fulfilling its responsibilities hereunder, the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules and regulations of the United States Securities and Exchange CommissionCommission ("SEC") to the extent such reasonably relate to the scope of the Sub-Adviser's obligations as reasonably contemplated under this Agreement, and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may request from time to time; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company Fund either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or dealers, USTNY shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY or any of its affiliates exercises investment discretion. USTNY is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY with respect to the accounts as to which it exercises investment discretion;, (de) will maintain books and all necessary or appropriate records with respect to the Fund's securities transactions for the Segment in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31 (a) of the 1940 Act, and will render to UST and furnish the CompanyTrust's Board of Managers Trustees and the Adviser such periodic and special reports as they the Board and Adviser reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than the performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted to its independent auditors and regulatory authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust; provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from (1) advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund or (2) including the Adviser and Trust on its general list of disclosable clients. (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment decisions for the Fund, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Fund's account are customers of the Adviser, other sub- (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the Sub-Adviser with respect to the Sub-Adviser's Segment of the Fund.

Sub-Advisory Services. Subject to the supervision of the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY USTNA will provide a continuous investment program for the Company, including investment research and management with respect to all securities and investments of the Company. At the request of UST, USTNY USTNA will determine what securities and other investments will be purchased, retained or sold by the Company. At the request of UST, USTNY USTNA will perform any or all of the other duties of UST under the Investment Advisory Agreement. USTNY USTNA will provide the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated in the Prospectus, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY USTNA further agrees that it: (a) will conform with all applicable rules and regulations of the Securities and Exchange Commission, and will in addition conduct its activities under this Agreement in accordance with applicable law, including but not limited to applicable banking law; (b) will not make loans for the purpose of purchasing or carrying Company Units, or make loans to the Company; (c) will place orders pursuant to its investment determinations for the Company either directly with the issuer or with any broker or dealer selected by it. In placing orders with brokers and/or dealers, USTNY USTNA shall use its best efforts to obtain the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. Consistent with this obligation, USTNY USTNA may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers who provide brokerage and research services (within the meaning of Section 28(e) of the Exchange Act) to or for the benefit of the Company and/or other accounts over which USTNY USTNA or any of its affiliates exercises investment discretion. USTNY USTNA is authorized to pay to a broker who provides such brokerage and research services a commission for effecting a securities transaction which is in excess of the amount of commission another broker would have charged for effecting that transaction if USTNY USTNA determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be viewed in terms of either that particular transaction or of the overall responsibilities of USTNY USTNA with respect to the accounts as to which it exercises investment discretion; (d) will maintain books and records with respect to the securities and other investment transactions entered into pursuant to this Agreement and will render to UST and the Company's Board of Managers such periodic and special reports as they may request; (e) will treat confidentially and as proprietary information of the Company all records and other information relative to the Company and prior, present or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Company, which approval shall not be unreasonably withheld and may not be withheld where USTNY USTNA may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by duly constituted authorities, or when so requested by the Company. Nothing contained herein, however, shall prohibit USTNY USTNA from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the Company.

Sub-Advisory Services. Subject to such instructions and supervision as the supervision of Adviser may from time to time furnish, the Board of Managers of the Company and the oversight of UST, at the request of UST, USTNY will provide a continuous investment program for of the CompanySAW Portfolio provided by the Sub-Adviser shall include, including among other things, investment research and management with respect to all securities securities, investments and investments of cash equivalents in the CompanySAW Portfolio. At the request of UST, USTNY The Sub-Adviser will determine from time to time what securities and other investments will be purchased, retained or sold by the Company. At Fund for the request of USTSAW Portfolio, USTNY will perform any or all the appropriate portion of the SAW Portfolio's assets to be invested in particular countries or geographic regions, the use of foreign exchange contracts and other duties of UST under foreign currency matters, and the Investment Advisory Agreementmanner in which voting rights, rights to consent to corporate action and other rights pertaining to the SAW Portfolio's investments should be exercised. USTNY The Sub-Adviser will provide implement such determinations through the services rendered by it hereunder in accordance with the Company's investment objectives and policies as stated placement, in the Prospectusname of the Fund for the SAW Portfolio, of orders for the execution of portfolio transactions with it through such brokers or dealers as it may select. In fulfilling its responsibilities hereunder, the Company's policies and procedures and the requirements applicable to UST under the Investment Advisory Agreement. USTNY further Sub-Adviser agrees that itit will: (a) will use the same skill and care in providing such services as it uses in providing services to other fiduciary accounts for which it has investment responsibilities; (b) conform with all applicable rules Rules and regulations Regulations of the United States Securities and Exchange Commission, Commission ("SEC") and will in addition will conduct its activities under this Agreement in accordance with any applicable law, including but not limited regulations of any government authority pertaining to applicable banking lawthe investment advisory activities of the Sub-Adviser and shall furnish such written reports or other documents substantiating such compliance as the Adviser reasonably may from time to time request; (bc) will not make loans for to any person to purchase or carry shares of beneficial interest in the purpose of purchasing or carrying Company Units, Trust or make loans to the CompanyTrust; (cd) will place orders pursuant to its investment determinations for the Company SAW Portfolio either directly with the issuer or with any an underwriter, market maker or broker or dealer selected by itdealer. In placing orders with brokers and/or and dealers, USTNY shall the Sub-Adviser will use its reasonable best efforts to obtain prompt execution of orders in an effective manner at the most favorable execution of its orders, after taking into account all factors it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker and/or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basisprice. Consistent with this obligation, USTNY the Sub-Adviser may, to the extent permitted by law, purchase and sell portfolio securities to and from brokers and dealers who provide brokerage and research services (within the meaning of Section 28(e) of the Securities Exchange ActAct of 1934) to or for the benefit of the Company Fund and/or other accounts over which USTNY or any of its affiliates the Sub-Adviser exercises investment discretion. USTNY Subject to the review of the Trust's Board of Trustees from time to time with respect to the extent and continuation of the policy, the Sub-Adviser is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for effecting a securities transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if USTNY the Sub-Adviser determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker. This determination may be broker or dealer, viewed in terms of either that particular transaction or of the overall responsibilities of USTNY the Sub-Adviser with respect to the accounts as to which it exercises investment discretion. In placing orders with brokers and dealers, consistent with applicable laws, rules and regulations, the Sub-Adviser may consider the sale of shares of the Trust. In no instance will portfolio securities be purchased from or sold to the Trust, BISYS Fund Services Limited Partnership, the Adviser, any other sub-investment adviser for the Trust ("other sub-advisers"), or the Sub-Adviser or any affiliate of the foregoing except as may be permitted by the 1940 Act or an exemption therefrom; (de) will maintain all necessary or appropriate books and records with respect to the SAW Portfolio's securities transactions in accordance with all applicable laws, rules and other investment transactions entered into pursuant regulations, including but not limited to this Agreement Section 31 (a) of the 1940 Act and will render to UST and furnish the CompanyTrust's Board of Managers Trustees such periodic and special reports as they the Board reasonably may request; (ef) will treat confidentially and as proprietary information of the Company Adviser and the Trust all records and other information relative to the Company Adviser and the Trust and prior, present present, or potential shareholders, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior that subject to prompt notification to the Trust and approval in writing by the CompanyAdviser, which approval shall not be unreasonably withheld and the Sub-Adviser may not be withheld where USTNY may be exposed to civil or criminal contempt proceedings for failure to comply, when requested to divulge such information by to duly constituted authorities, or when so requested by the Company. Nothing contained hereinAdviser and the Trust, Provided, however, that nothing contained herein shall prohibit USTNY the Sub-Adviser from advertising or soliciting the public generally with respect to other products or services, regardless of whether such advertisement or solicitation may include prior, present or potential shareholders of the CompanyFund; (g) maintain its policy and practice of conducting its fiduciary functions independently. In making investment recommendations for the Trust, the Sub-Adviser's personnel will not inquire or take into consideration whether the issuers of securities proposed for purchase or sale for the Trust's account are customers of the Adviser, other sub-advisers, the Sub-Adviser or of their respective parents, subsidiaries or affiliates. In dealing with such customers, the Sub-Adviser and its parent, subsidiaries, and affiliates will not inquire or take into consideration whether securities of those customers are held by the Trust; and (h) render, upon request of the Adviser or the Trust's Board of Trustees, written reports concerning the investment activities of the SAW Portfolio.