Common use of Duties of the Sub Clause in Contracts

Duties of the Sub. Adviser The Investment Adviser hereby employs the Sub-Adviser to act as sub-adviser to the Investment Adviser and to furnish, or arrange for affiliates to furnish, certain investment advisory services with respect to the daily cash position of the Portfolio, as described below, subject to the supervision of the Investment Adviser and the Trustees of the Trust, for the period and on the terms and conditions set forth in this Agreement. The Sub-Adviser hereby accepts such employment and agrees during such period to render, or arrange for the rendering of, such services and to assume the obligations herein set forth for the compensation from the Investment Adviser provided for herein. The Sub-Adviser and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or Portfolio in any way or otherwise be deemed an agent of the Trust or Portfolio. The Sub-Adviser shall provide the Investment Adviser with such investment research, advice and supervision as the latter may from time to time consider necessary for the proper management of the daily cash position of the Portfolio. All advice and recommendations provided by the Sub-Adviser shall be subject to the restrictions of the Declaration of Trust and By-Laws of the Trust, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Portfolio's investment objectives, investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Portfolio under the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information", respectively).

Duties of the Sub. Adviser The Investment Adviser hereby employs With Respect to a Model Portfolio (a) With respect to a Fund for which the Sub-Adviser makes purchase or sale recommendations for the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Section 1(c) of the Agreement is inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to act supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets) by recommending the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as sub-adviser stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the Investment following: (a) The Sub-Adviser shall, in consultation with and subject to furnishthe direction of the Adviser, recommend from time to time what Assets should be purchased, retained or arrange for affiliates sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to furnishthe Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, certain retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following investment advisory services with respect to the daily cash position Assets: (a) provide such recommendations with respect to the purchase, retention and disposition of the Portfolio, as described below, subject Assets of the Fund to the supervision Overlay Manager in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Investment Adviser and the Trustees of the Trust, for the period and on the terms and conditions set forth in this Agreementrequests. The Sub-Adviser hereby accepts acknowledges that Sub- Advisers investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such employment and agrees during such period to render, or arrange for recommendations. (b) review the rendering of, such services and to assume composition of the obligations herein set forth for Assets in the compensation from Model Portfolio developed by the Investment Adviser provided for herein. The Sub-Adviser and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or Portfolio in any way or otherwise be deemed an agent light of the Trust Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall provide the Investment Adviser with such investment research, advice and supervision as the latter may from time to time consider necessary not be responsible for the proper management timing or the manner of transactions executed by the daily cash position of Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. All advice and recommendations provided by The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Assets shall be subject to filed by the restrictions of Adviser or the Declaration of Trust and By-Laws of the Trust, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Portfolio's investment objectives, investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Portfolio under the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information", respectively)Overlay Manager.

Duties of the Sub. Adviser The Investment Adviser hereby employs With Respect to a Model Portfolio (a) With respect to a Fund for which the Sub-Adviser makes purchase or sale recommendations for the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Sections 1(c) and 1(k) of the Agreement are inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to act supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets) by recommending the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as sub-adviser stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the Investment following: (a) The Sub-Adviser shall, in consultation with and subject to furnishthe direction of the Adviser, recommend from time to time what Assets should be purchased, retained or arrange for affiliates sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to furnishthe Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, certain retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following investment advisory services with respect to the daily cash position Assets: (a) provide such recommendations with respect to the purchase, retention and disposition of the Portfolio, as described below, subject Assets of the Fund to the supervision Overlay Manager in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Investment Adviser and the Trustees of the Trust, for the period and on the terms and conditions set forth in this Agreementrequests. The Sub-Adviser hereby accepts acknowledges that Sub- Advisers investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such employment and agrees during such period to render, or arrange for recommendations. (b) review the rendering of, such services and to assume composition of the obligations herein set forth for Assets in the compensation from Model Portfolio developed by the Investment Adviser provided for herein. The Sub-Adviser and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or Portfolio in any way or otherwise be deemed an agent light of the Trust Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall provide the Investment Adviser with such investment research, advice and supervision as the latter may from time to time consider necessary not be responsible for the proper management timing or the manner of transactions executed by the daily cash position of Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. All advice and recommendations provided by The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Assets shall be subject to filed by the restrictions of Adviser or the Declaration of Trust and By-Laws of the Trust, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Portfolio's investment objectives, investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Portfolio under the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information", respectively)Overlay Manager.

Duties of the Sub. Adviser The Investment Adviser hereby employs With Respect to a Model Portfolio (a) With respect to a Fund for which the Sub-Adviser makes purchase or sale recommendations for the Assets of the Fund with those recommendations executed as appropriate by the Overlay Manager, as designated on Schedule A attached hereto: (i) Sections 1(c) and 1(j) of the Agreement are inapplicable. (ii) Section 1(a) of the Agreement is replaced in its entirety with the following: Subject to act supervision by the Adviser and the Trusts Board of Trustees, the Sub-Adviser shall manage all of the securities and other assets of each Fund entrusted to it hereunder (the Assets) by recommending the purchase, retention and disposition of the Assets, in accordance with the Funds investment objectives, policies and restrictions as sub-adviser stated in each Funds prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the Prospectus), and subject to the Investment following: (a) The Sub-Adviser shall, in consultation with and subject to furnishthe direction of the Adviser, recommend from time to time what Assets should be purchased, retained or arrange for affiliates sold by the Fund. (iii) Section 1(e) of the Agreement is replaced with the following: (e) The Assets of the Fund shall be held by the Funds custodian. The Sub- adviser shall at no time have custody or physical control of the Assets. (iv) The following section is added to furnishthe Agreement. Additional Duties of the Sub- Adviser. In connection with its duty to recommend the purchase, certain retention and disposition of the Assets of the Fund, subject to the provisions of Section 1 of this Agreement, the Sub- Adviser shall also provide the following investment advisory services with respect to the daily cash position Assets: (a) provide such recommendations with respect to the purchase, retention and disposition of the Portfolio, as described below, subject Assets of the Fund to the supervision Overlay Manager in the form of a model portfolio or otherwise as appropriate (a Model Portfolio) at such times and in such manner as the Investment Adviser and the Trustees of the Trust, for the period and on the terms and conditions set forth in this Agreementrequests. The Sub-Adviser hereby accepts acknowledges that Sub- Advisers investment recommendations will be implemented by the Overlay Manager with only limited authority to vary from such employment and agrees during such period to render, or arrange for recommendations. (b) review the rendering of, such services and to assume composition of the obligations herein set forth for Assets in the compensation from Model Portfolio developed by the Investment Adviser provided for herein. The Sub-Adviser and its affiliates shall for all purposes herein be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Trust or Portfolio in any way or otherwise be deemed an agent light of the Trust Prospectus and any instructions or directions given by the Adviser, and promptly report to the Adviser in the event that the investments in the Model Portfolio do not fully comply with any of the foregoing; (c) with respect to the Assets, the Overlay Manager will determine the timing and the manner of executing transactions within the Fund pursuant to the Sub-Advisers Model Portfolio. The Sub-Adviser shall provide the Investment Adviser with such investment research, advice and supervision as the latter may from time to time consider necessary not be responsible for the proper management timing or the manner of transactions executed by the daily cash position of Overlay Manager. The Sub-Adviser shall not be responsible for compliance violations or variations from the Prospectus or the Advisers instructions or directions that result from the manner in which the Overlay Manager either executes or fails to execute the Model Portfolio. All advice and recommendations provided by The Adviser shall provide to the Sub-Adviser such reports or other information as the Sub-Adviser reasonably requests to assist the Sub- Adviser in providing the Sub-Advisers advisory services specified in this Agreement. (d) Sub-Adviser shall have no obligation to file with respect to the Assets any required reports with the SEC pursuant to Section 13(f) and Section 13(g) of the Securities Exchange Act of 1934 and the rules and regulations thereunder. Such reports with respect to the Assets shall be subject to filed by the restrictions of Adviser or the Declaration of Trust and By-Laws of the Trust, as amended from time to time, the provisions of the Investment Company Act and the statements relating to the Portfolio's investment objectives, investment policies and investment restrictions as the same are set forth in the currently effective prospectus and statement of additional information relating to the shares of the Portfolio under the Securities Act of 1933, as amended (the "Prospectus" and "Statement of Additional Information", respectively)Overlay Manager.