Common use of AUTHORITY TO INVEST Clause in Contracts

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to Adviser, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from Adviser. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of Adviser. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser shall be responsible for providing Subadviser with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines that would affect Subadviser's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, UBS shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser UBS shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund, as provided to UBS by IMCO from time to time. Should Subadviser UBS anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser UBS shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser UBS shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities and other investments for each Fund Account; except that, to the extent Subadviser UBS wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser UBS must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser UBS shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser UBS will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser UBS shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser UBS with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser UBS with prior written notice of any material changes change to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserUBS's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to Adviser, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from Adviser. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser reasonably may establish from time to time, (v) the provisions diversification requirements of Section 851(b)(2) of Subchapter M of the Internal Revenue Code of 1986, as amended ("Code")amended, applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of Adviser. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser shall be responsible for providing Subadviser with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines that would affect Subadviser's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to Adviser, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from Adviser. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. For the avoidance of doubt, Subadviser shall not have the responsibility for or discretionary authority over the investment of the Fund's daily uninvested cash in any cash management or short-term vehicle utilized for the investment of such uninvested cash in the Fund. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of Adviser. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser shall be responsible for providing Subadviser with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines that would affect Subadviser's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's ’s Board of Trustees (the "Board"), SubadviserXxxxxxx, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser IMCO shall provide Subadviser Xxxxxxx with reasonable written notice of such allocations and reallocations. Subadviser Xxxxxxx shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Xxxxxxx anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Xxxxxxx shall provide investment advice only with respect to the discrete portion of the Fund's ’s portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Xxxxxxx shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Xxxxxxx wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's ’s assets, Subadviser Xxxxxxx must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Xxxxxxx shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Xxxxxxx will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's ’s compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Xxxxxxx shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Xxxxxxx with the Trust's ’s Master Trust Agreement, as amended and supplemented, the Trust's ’s By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Xxxxxxx with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's ’s Registration Statement, the Trust’s compliance procedures and other policies, procedures or guidelines as the Board or IMCO reasonably may establish from time to time, that would affect Subadviser's Xxxxxxx’x management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the TrustCompany's Board of Trustees (the "Board"), SubadviserNTI, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser NTI shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser NTI anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser NTI shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. THIS NUMBER SHOULD APPEAR ON ALL INVOICES USAA Contract Number: 1014699-000 With respect to the management of each Fund Account pursuant to this Agreement, Subadviser NTI shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser NTI wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assetsassets for longer than two consecutive business days, Subadviser NTI must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser NTI shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust Company in the same manner and with the same force and effect as the Trust Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser NTI will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Statement of Additional Information of each Fund, (iv) the TrustCompany's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), including Section 817(h), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser NTI shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser NTI with the TrustCompany's Master Trust AgreementArticles of Incorporation, as amended and supplemented, the TrustCompany's By-Laws Bylaws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser NTI with prior written notice of any material changes change to a Fundthe Company's Prospectus Registration Statement under the Securities Act of 1933 and SAI or the Trust's compliance procedures and other policies, procedures or guidelines 1940 Act that would affect SubadviserNTI's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser AMCO and the Trust's ’s Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser AMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser AMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser AMCO shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to AdviserAMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's ’s portfolio allocated to it by Adviser AMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's ’s assets, Subadviser must request in writing and receive advance permission from AdviserAMCO. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's ’s compliance procedures and other policies, procedures or guidelines as the Board or Adviser AMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserAMCO. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser AMCO shall be responsible for providing Subadviser with the Trust's ’s Master Trust Agreement, as amended and supplementedsupple-mented, the Trust's ’s By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser AMCO shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's ’s Registration Statement, the Trust’s compliance procedures and other policies, procedures or guidelines as the Board or AMCO reasonably may establish from time to time, that would affect Subadviser's ’s management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser AMCO and the Trust's ’s Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser AMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser AMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser AMCO shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to AdviserAMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's ’s portfolio allocated to it by Adviser AMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's ’s assets, Subadviser must request in writing and receive advance permission from AdviserAMCO. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactionstrans-actions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, includinginclude-ing, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this AgreementAgree-ment, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's ’s compliance procedures and other policies, procedures or guidelines as the Board or Adviser AMCO reasonably may establish from time to time, (v) the provisions pro-visions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserAMCO. Subadviser Sub-adviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser AMCO shall be responsible for providing Subadviser with the Trust's ’s Master Trust Agreement, as amended and supplementedsupple-mented, the Trust's ’s By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser AMCO shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's ’s Registration Statement, the Trust’s compliance procedures and other policies, procedures or guidelines as the Board or AMCO reasonably may establish from time to time, that would affect Subadviser's ’s management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser AMCO and the Trust's ’s Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser AMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser AMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser AMCO shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to AdviserAMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's ’s portfolio allocated to it by Adviser AMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's ’s assets, Subadviser must request in writing and receive advance permission from AdviserAMCO. For avoidance of doubt, Subadviser shall not have the responsibility for or discretionary authority over the investment of the Fund’s daily uninvested cash in any cash management or short-term vehicle utilized for the investment of such uninvested cash in the Fund. The Subadviser will not be responsible for the payment of the cost of securities or brokerage commissions or any other Trust expenses except as specified in this Agreement. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's ’s compliance procedures and other policies, procedures or guidelines as the Board or Adviser AMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserAMCO. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser AMCO shall be responsible for providing Subadviser with the Trust's ’s Master Trust Agreement, as amended and supplemented, the Trust's ’s By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser AMCO shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's ’s Registration Statement, the Trust’s compliance procedures and other policies, procedures or guidelines as the Board or AMCO reasonably may establish from time to time, that would affect Subadviser's ’ management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the TrustCompany's Board of Trustees (the "Board"), SubadviserBatterymarch, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Batterymarch shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Batterymarch anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Batterymarch shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Batterymarch shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Batterymarch wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser Batterymarch must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Batterymarch shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust Company in the same manner and with the same force and effect as the Trust Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Batterymarch will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the TrustCompany's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Batterymarch shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Batterymarch with the TrustCompany's Master Trust Agreement, as amended and supplemented, the TrustCompany's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Batterymarch with prior written notice of any material changes change to a Fundthe Company's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserBatterymarch's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, Credit Suisse shall have full discretion to manage, supervise, supervise and direct the investment development and reinvestment implementation of an index options overlay strategy on the Fund Accounts allocated for the purpose of acting as a migrating collar on a portion of the Fund's equity exposure. Other than as provided for herein, Credit Suisse will not have discretionary management authority over the securities held in the Fund Account. IMCO shall designate the maximum Total Value of options to it be written for each Fund Account. Total Value shall be equal to, on a cumulative basis, the fair market value of the index underlying the options at the time of execution of the options positions. Credit Suisse shall adjust the options strategy in accordance with written guidelines provided by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Credit Suisse shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund, as provided to Credit Suisse by IMCO from time to time. Should Subadviser Credit Suisse anticipate materially 1 modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser from time to time and Credit Suisse shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from Adviser. In accordance with Subsection (b) of this Section 2, Subadviser Credit Suisse shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Credit Suisse will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Credit Suisse shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Credit Suisse with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Credit Suisse with prior written notice of any material changes change to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserCredit Suisse's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, Credit Suisse shall have full discretion to manage, supervise, supervise and direct the investment development and reinvestment implementation of an index options overlay strategy on the Fund Accounts allocated for the purpose of acting as a migrating collar on a portion of the Fund's equity exposure. Other than as provided for herein, Credit Suisse will not have discretionary management authority over the securities held in the Fund Account. IMCO shall designate the maximum Total Value of options to it be written for each Fund Account. Total Value shall be equal to, on a cumulative basis, the fair market value of the index underlying the options at the time of execution of the options positions. Credit Suisse shall adjust the options strategy in accordance with written guidelines provided by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Credit Suisse shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund, as provided to Credit Suisse by IMCO from time to time. Should Subadviser Credit Suisse anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser from time to time and Credit Suisse shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from Adviser. In accordance with Subsection (b) of this Section 2, Subadviser Credit Suisse shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Credit Suisse will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Credit Suisse shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Credit Suisse with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Credit Suisse with prior written notice of any material changes change to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserCredit Suisse's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the TrustCompany's Board of Trustees Directors (the "Board"), SubadviserWestwood, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Westwood shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Westwood anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Westwood shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Westwood shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Westwood wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser Westwood must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Westwood shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust Company in the same manner and with the same force and effect as the Trust Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Westwood will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the TrustCompany's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Westwood shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Westwood with the TrustCompany's Master Trust AgreementArticles of Incorporation, as amended and supplemented, the TrustCompany's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Westwood with prior written notice of any material changes change to a Fundthe Company's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserWestwood's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser AMCO and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser AMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser AMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser AMCO shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to AdviserAMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser AMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from AdviserAMCO. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser AMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time title in effect, and (vi) the written instructions of AdviserAMCO. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser AMCO shall be responsible for providing Subadviser with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser AMCO shall provide Subadviser with prior written notice of any material changes to a Fundthe Trust's Prospectus and SAI or Registration Statement, the Trust's compliance procedures and other policies, procedures or guidelines as the Board or AMCO reasonably may establish from time to time, that would affect Subadviser's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser AMCO and the Trust's ’s Board of Trustees (the "Board"), SubadviserXxxxxxx, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser AMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser AMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser AMCO shall provide Subadviser Xxxxxxx with reasonable written notice of such allocations and reallocations. Subadviser Xxxxxxx shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Xxxxxxx anticipate materially modifying its investment process, it must provide written notice in advance to AdviserAMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Xxxxxxx shall provide investment advice only with respect to the discrete portion of the Fund's ’s portfolio allocated to it by Adviser AMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Xxxxxxx shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Xxxxxxx wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's ’s assets, Subadviser Xxxxxxx must request in writing and receive advance permission from AdviserAMCO. In accordance with Subsection (b) of this Section 2, Subadviser Xxxxxxx shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Xxxxxxx will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's ’s compliance procedures and other policies, procedures or guidelines as the Board or Adviser AMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of Adviser. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser shall be responsible for providing Subadviser with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines that would affect Subadviser's management of a Fund Account.,

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's Board of Trustees (the "Board"), SubadviserBatterymarch, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Batterymarch shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Batterymarch anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Batterymarch shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Batterymarch shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Batterymarch wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser Batterymarch must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Batterymarch shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Batterymarch will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Batterymarch shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Batterymarch with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Batterymarch with prior written notice of any material changes change to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserBatterymarch's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the TrustCompany's Board of Trustees (the "Board"), SubadviserBatterymarch, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Batterymarch shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions THIS NUMBER SHOULD APPEAR ON ALL INVOICES USAA Contract Number: 1014700-000 set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Batterymarch anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Batterymarch shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Batterymarch shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Batterymarch wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser Batterymarch must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Batterymarch shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust Company in the same manner and with the same force and effect as the Trust Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Batterymarch will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the TrustCompany's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Batterymarch shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Batterymarch with the TrustCompany's Master Trust AgreementArticles of Incorporation, as amended and supplemented, the TrustCompany's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Batterymarch with prior written notice of any material changes change to a Fundthe Company's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserBatterymarch's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser and the Trust's Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to Adviser, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser from time NTAC:3NS-20 to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser must request in writing and receive advance permission from Adviser. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of Adviser. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser shall be responsible for providing Subadviser with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser shall provide Subadviser with prior written notice of any material changes to a Fund's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines that would affect Subadviser's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's Board of Trustees (the "Board"), SubadviserMarsico, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Marsico shall perform its duties described herein in a manner consistent with the investment objectiveobjectives, policies, and restrictions set forth in the then then-current Prospectus prospectus and Statement statement of Additional Information additional information ("SAI") for each Fund. Should Subadviser Marsico anticipate materially modifying xxxxxxing its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Marsico shall provide investment advice investmenx xxxxce only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Marsico shall determine what investments invexxxxxxx shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Marsico wishes to hold cash or cash xxxx equivalents in excess of 10% of a Fund Account's assets, Subadviser Marsico must request in writing and receive axx xxxxive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Marsico shall arrange for the execution exxxxxxxx of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Marsico will act in the best interests of intexxxxx xf each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), including Section 817(h) as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Marsico shall establish compliance procedures complianxx xxxcedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Marsico with the Trust's Master Trust AgreementTxxxx Xgreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Marsico with prior written notice of any xx xxx material changes change to a Fund's Prospectus and SAI or the Trust's compliance procedures Registration Statement under the Securities Act of 1933 and other policies, procedures or guidelines the 1940 Act that would affect SubadviserMarsico's management of a Fund Acxxxxx. No statement in this Agreement or any other document constitutes a representation by Marsico regarding the rate of xxxxxx or return of a Fund Account. Neither Marsico nor any of its officers, xxxxxxors, or employees make any representations or warranties, express or implied, that any level of performance or investment results will be achieved by any Fund Account, or that any Fund Account will perform comparably with any standard or index, including the performance achieved for other clients of Marsico.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser AMCO and the Trust's ’s Board of Trustees (the "Board"), Subadviser, at its own expense, shall have full discretion to manage, supervise, and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser AMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser AMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser AMCO shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser shall perform its duties described herein in a manner consistent with the investment objective, policies, and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser anticipate materially modifying its investment process, it must provide written notice in advance to AdviserAMCO, and any affected Prospectus and SAI should be amended by AMCO and the Fund accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser shall provide investment advice only with respect to the discrete portion of the Fund's ’s portfolio allocated to it by Adviser AMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's ’s assets, Subadviser must request in writing and receive advance permission from AdviserAMCO. In accordance with Subsection (b) of this Section 2, Subadviser shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI of each Fund, (iv) the Trust's ’s compliance procedures and other policies, procedures or guidelines as the Board or Adviser AMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "“regulated investment companies" ” (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserAMCO. Subadviser shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser AMCO shall be responsible for providing Subadviser with the Trust's ’s Master Trust Agreement, as amended and supplemented, the Trust's ’s By-Laws and amendments thereto, and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser AMCO shall provide Subadviser with prior written notice of any material changes to a Fund's ’s Prospectus and SAI or the Trust's ’s compliance procedures and other policies, procedures or guidelines that would affect Subadviser's ’s management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the TrustCompany's Board of Trustees Directors (the "Board"), SubadviserBatterymarch, at its own expense, shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser Batterymarch shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser Batterymarch anticipate materially modifying its investment process, it must provide written notice in advance to AdviserIMCO, and any affected Prospectus and SAI should be amended accordingly. For each Fund set forth on Schedule A to this Agreement, Subadviser Batterymarch shall provide investment advice only with respect to the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser Batterymarch shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser Batterymarch wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser Batterymarch must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser Batterymarch shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust Company in the same manner and with the same force and effect as the Trust Company might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser Batterymarch will act in the best interests of each Fund and will comply with (i) applicable laws and regulations, including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each Fund, as stated in the then-current Prospectus and SAI Registration Statement of each Fund, (iv) the TrustCompany's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to time, (v) the provisions of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), as from time to time in effect, and (vi) the written instructions of AdviserIMCO. Subadviser Batterymarch shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser Batterymarch with the TrustCompany's Master Trust AgreementArticles of Incorporation, as amended and supplemented, the TrustCompany's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser Batterymarch with prior written notice of any material changes change to a Fundthe Company's Prospectus and SAI or the Trust's compliance procedures and other policies, procedures or guidelines Registration Statement that would affect SubadviserBatterymarch's management of a Fund Account.

AUTHORITY TO INVEST. Subject to the control and supervision of Adviser IMCO and the Trust's Board of Trustees (the "Board"), SubadviserQMA, at its own expenseexpense (except as set forth in paragraph (c) of this Section 2), shall have full discretion to manage, supervise, supervise and direct the investment and reinvestment of Fund Accounts allocated to it by Adviser IMCO from time to time. It is understood that a Fund Account may consist of all, a portion of, or none of the assets of the Fund, and that Adviser IMCO has the right to allocate and reallocate such assets to a Fund Account at any time. Adviser shall provide Subadviser with reasonable written notice of such allocations and reallocations. Subadviser QMA shall perform its duties described herein in a manner consistent with the investment objective, policies, policies and restrictions set forth in the then current Prospectus and Statement of Additional Information ("SAI") for each Fund. Should Subadviser QMA anticipate materially modifying its investment process, it must provide written notice in advance to Adviser, and IMCO. If IMCO shall determine that any such modification would necessitate the amendment or supplementation of any affected Prospectus and or SAI, QMA shall cooperate with IMCO to provide such information as IMCO shall reasonably require in connection with its preparation of such amended or supplemented Prospectus or SAI should be amended accordinglyin order to fulfill IMCO's disclosure requirements in respect of QMA's investment process. For each Fund set forth on Schedule A to this Agreement, Subadviser QMA shall provide investment advice only with respect to to, and only be responsible for, the discrete portion of the Fund's portfolio allocated to it by Adviser IMCO from time to time and shall not consult with any other subadviser of such Fund concerning transactions for the Fund in securities or other assets. With respect to the management of each Fund Account pursuant to this Agreement, Subadviser QMA shall determine what investments shall be purchased, held, sold or exchanged by each Fund Account and what portion, if any, of the assets of each Fund Account shall be held in cash or cash equivalents, and purchase or sell portfolio securities for each Fund Account; except that, to the extent Subadviser QMA wishes to hold cash or cash equivalents in excess of 10% of a Fund Account's assets, Subadviser QMA must request in writing and receive advance permission from AdviserIMCO. In accordance with Subsection (b) of this Section 2, Subadviser QMA shall arrange for the execution of all orders for the purchase and sale of securities and other investments for each Fund Account and will exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales, or other transactions. In the performance of its duties, Subadviser QMA will act in the best interests of each Fund Account and will comply comply, in all material respects, with (i) applicable laws and regulations, regulations applicable with respect to it's investment management of each Fund Account including, but not limited to, the 1940 Act and the Investment Advisers Act of 1940, as amended ("Advisers Act"), and the rules under each, (ii) the terms of this Agreement, (iii) the stated investment objective, policies and restrictions of each FundFund set forth on Schedule A, as stated in the then-current Prospectus and SAI of each such Fund, (iv) the Trust's compliance procedures and other policies, procedures or guidelines as the Board or Adviser IMCO reasonably may establish from time to timetime and communicate in writing to QMA, (v) the provisions diversification requirements of the Internal Revenue Code of 1986, as amended ("Code"), applicable to "regulated investment companies" (as defined in Section 851 of the Code), ) as from time to time set forth in effectthe Prospectus for each Fund listed on Schedule A, and (vi) the written instructions of AdviserIMCO. Subadviser QMA shall establish compliance procedures reasonably calculated to ensure compliance with the foregoing. Adviser IMCO shall be responsible for providing Subadviser QMA with the Trust's Master Trust Agreement, as amended and supplemented, the Trust's By-Laws and amendments thereto, thereto and current copies of the materials specified in Subsections (a)(iii) and (iv) of this Section 2. Adviser IMCO shall provide Subadviser QMA with prior written notice of any material changes change to a Fund's Prospectus and SAI or the Trust's compliance procedures Registration Statement (including, without limitation, each then-current Prospectus and other policies, procedures or guidelines SAI) that would could reasonably be expected to affect SubadviserQMA's management of a Fund Account.