Common use of OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER Clause in Contracts

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges that the Sub-Adviser or one or more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and that the Sub-Adviser, its affiliated persons or any of its or their directors, officers, agents or employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”). Subject to the provisions of Section 7(b) hereof, the Trust agrees that the Sub-Adviser or its affiliated persons may give advice or exercise investment responsibility and take such other action with respect to other Affiliated Accounts which may differ from the advice given or the timing or nature of action taken with respect to the Sub-Advised Account, provided that the Sub-Adviser acts in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Sub-Advised Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Sub-Advised Account and any specific investment restrictions applicable thereto. The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Sub-Advised Account may have an interest from time to time, whether in transactions which involve the Sub-Advised Account or otherwise. The Sub-Adviser shall have no obligation to acquire for the Sub-Advised Account a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Sub-Advised Account or otherwise.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges Adviser understands that the Sub-Adviser or one or is part of a worldwide, full service investment banking, broker-dealer, asset management organization, and as such, the Sub-Adviser and its affiliates and their managing directors, directors, officers and employees have multiple advisory, transactional and financial and other interests as more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and fully described in the Sub-Adviser 's Form ADV, Part II. The Adviser understands that the Sub-Adviser's affiliates offer a broad range of brokerage and investment banking services, that the employees of the Sub-Adviser and its affiliated persons or any of its or their affiliates may from time to time act as directors, officers, agents or employees of companies whose securities are publicly traded, and that as a result, such employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”)acquire information of a confidential nature. Subject to the provisions of Section 7(b) hereof, the Trust The Adviser agrees that the Sub-Adviser may, but shall not be required to, render investment advice with respect to any such company, and that the Sub-Adviser may in its discretion withhold any such knowledge or information or refuse to advise with respect to such company, whether or not the Series Account shall include securities of such company, if in the Sub-Adviser's judgment the disclosure of such knowledge or information or the rendering of investment advice on the basis thereof would be unfair, inequitable, a breach of any fiduciary obligation of the Sub-Adviser to some other person, or unlawful. For the same reasons, the Sub-Adviser may, in its discretion, exclude securities and other property from the Series Account, and the Sub-Adviser shall not be required to give advice on securities and other property which it or its affiliates have distributed, are distributing or propose to distribute. The Sub-Adviser and any affiliated persons parties may give advice or exercise investment responsibility and take such other action in the performance of their duties with respect to other Affiliated Accounts any of their clients which may differ from the advice given given, or the timing or nature of action taken taken, with respect to the Sub-Advised Account, provided that Fund. Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser acts or any affiliated parties any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Sub-Adviser or any affiliated parties may purchase or sell for their own account or for the account of any other client, if in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable 's sole discretion, investment opportunities to such action or such recommendation is undesirable or impractical for the Fund. Nothing in this Agreement shall limit or restrict the Sub-Advised Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Adviser or any affiliated parties from trading for their own account. The Sub-Advised Account and Adviser or any specific investment restrictions applicable thereto. The Trust acknowledges that one affiliated parties or more of the Affiliated Accounts other clients may at any time hold, acquire, increase, decrease, dispose of have or otherwise deal with positions trade in investments in which are at the Sub-Advised Account may have an interest from same time to time, whether in transactions which involve being traded for the Sub-Advised Account or otherwiseFund. The Sub-Adviser shall have no obligation to acquire for the Sub-Advised Account Fund a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Sub-Advised Account Adviser or otherwiseany affiliated parties may acquire for their own or the account of another client, so long as it continues to be the policy and practice of the Sub-Adviser not to favor or disfavor any client or class of clients in the allocation of investment opportunities.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges Adviser understands that the Sub-Adviser or one or is part of a worldwide, full service investment banking, broker-dealer, asset management organization, and as such, the Sub-Adviser and its affiliates and their managing directors, directors, officers and employees have multiple advisory, transactional and financial and other interests as more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and fully described in the Sub-Adviser 's Form ADV, Part II. The Adviser understands that the Sub-Adviser's affiliates offer a broad range of brokerage and investment banking services, that the employees of the Sub-Adviser and its affiliated persons or any of its or their affiliates may from time to time act as directors, officers, agents or employees of companies whose securities are publicly traded, and that as a result, such employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”)acquire information of a confidential nature. Subject to the provisions of Section 7(b) hereof, the Trust The Adviser agrees that the Sub-Adviser may, but shall not be required to, render investment advice with respect to any such company, and that the Sub-Adviser may in its discretion withhold any such knowledge or information or refuse to advise with respect to such company, whether or not the Portfolio Account shall include securities of such company, if in the Sub-Adviser's judgment the disclosure of such knowledge or information or the rendering of investment advice on the basis thereof would be unfair, inequitable, a breach of any fiduciary obligation of the Sub-Adviser to some other person, or unlawful. For the same reasons, the Sub-Adviser may, in its discretion, exclude securities and other property from the Portfolio Account, and the Sub-Adviser shall not be required to give advice on securities and other property which it or its affiliates have distributed, are distributing or propose to distribute. The Sub-Adviser and any affiliated persons parties may give advice or exercise investment responsibility and take such other action in the performance of their duties with respect to other Affiliated Accounts any of their clients which may differ from the advice given given, or the timing or nature of action taken taken, with respect to the Sub-Advised Account, provided that Fund. Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser acts or any affiliated parties any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Sub-Adviser or any affiliated parties may purchase or sell for their own account or for the account of any other client, if in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable 's sole discretion, investment opportunities to such action or such recommendation is undesirable or impractical for the Fund. Nothing in this Agreement shall limit or restrict the Sub-Advised Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Sub-Advised Account and Adviser or any specific investment restrictions applicable theretoaffiliated parties from trading for their own account. The Trust acknowledges that one Sub- Adviser or more of the Affiliated Accounts any affiliated parties or other clients may at any time hold, acquire, increase, decrease, dispose of have or otherwise deal with positions trade in investments in which are at the Sub-Advised Account may have an interest from same time to time, whether in transactions which involve being traded for the Sub-Advised Account or otherwiseFund. The Sub-Adviser shall have no obligation to acquire for the Sub-Advised Account Fund a position in any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment or other rights in respect of any such investment, either for the Sub-Advised Account Adviser or otherwiseany affiliated parties may acquire for their own or the account of another client, so long as it continues to be the policy and practice of the Sub-Adviser not to favor or disfavor any client or class of clients in the allocation of investment opportunities. 12.

OTHER INVESTMENT ACTIVITIES OF THE SUB-ADVISER. The Trust acknowledges Adviser understands that the Sub-Adviser or one or is part of a worldwide, full service investment banking, broker-dealer, asset management organization, and as such, the Sub-Adviser and its affiliates and their managing directors, directors, officers and employees have multiple advisory, transactional and financial and other interests as more of its affiliated persons may have investment responsibilities or render investment advice to or perform other investment advisory services for other individuals or entities and fully described in the Sub-Adviser 's Form ADV, Part II. The Adviser understands that the Sub-Adviser's affiliates offer a broad range of brokerage and investment banking services, that the employees of the Sub-Adviser and its affiliated persons or any of its or their affiliates may from time to time act as directors, officers, agents or employees of companies whose securities are publicly traded, and that as a result, such employees may buy, sell or trade in any securities for its or their own respective accounts (“Affiliated Accounts”)acquire information of a confidential nature. Subject to the provisions of Section 7(b) hereof, the Trust The Adviser agrees that the Sub-Adviser may, but shall not be required to, render investment advice with respect to any such company, and that the Sub-Adviser may in its discretion withhold any such knowledge or information or refuse to advise with respect to such company, whether or not the Portfolio Account shall include securities of such company, if in the Sub-Adviser's judgment the disclosure of such knowledge or information or the rendering of investment advice on the basis thereof would be unfair, inequitable, a breach of any fiduciary obligation of the Sub-Adviser to some other person, or unlawful. For the same reasons, the Sub-Adviser may, in its discretion, exclude securities and other property from the Portfolio Account, and the Sub-Adviser shall not be required to give advice on securities and other property which it or its affiliates have distributed, are distributing or propose to distribute. The Sub-Adviser and any affiliated persons parties may give advice or exercise investment responsibility and take such other action in the performance of their duties with respect to other Affiliated Accounts any of their clients which may differ from the advice given given, or the timing or nature of action taken taken, with respect to the Sub-Advised Account, provided that Fund. Nothing in this Agreement shall be deemed to impose upon the Sub-Adviser acts or any affiliated parties any obligation to purchase or sell or to recommend for purchase or sale for the Fund any security or other property which the Sub-Adviser or any affiliated parties may purchase or sell for their own account or for the account of any other client, if in good faith, and provided further, that it is the Sub-Adviser’s policy to allocate, within its reasonable 's sole discretion, investment opportunities to such action or such recommendation is undesirable or impractical for the Fund. Nothing in this Agreement shall limit or restrict the Sub-Advised Account over a period of time on a fair and equitable basis relative to the Affiliated Accounts, taking into account the investment objective and policies of the Sub-Advised Account and Adviser or any specific investment restrictions applicable thereto. The Trust acknowledges that one or more of the Affiliated Accounts may at any time hold, acquire, increase, decrease, dispose of or otherwise deal with positions in investments in which the Sub-Advised Account may have an interest affiliated parties from time to time, whether in transactions which involve the Sub-Advised Account or otherwisetrading for their own account. The Sub-Adviser shall have no obligation to acquire for the Sub-Advised Account a position in or any investment which any Affiliated Account may acquire, and the Fund shall have no first refusal, co-investment affiliated parties or other rights clients may have or trade in respect of any such investment, either for investments which are at the Sub-Advised Account or otherwise.same time being traded