Common use of DUTIES OF THE SUBADVISER AND THE ADVISER Clause in Contracts

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series and shall continuously supervise the investment and reinvestment of cash, securities and instruments or other property comprising the assets of the Series. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series or otherwise represented in the Series' investment portfolio, place trades for all such securities and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the Series, to the Board; 3. obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the Series, securities held by or under consideration for the Series, or the issuers of those securities; 4. provide economic research and securities analyses as requested by the Adviser from time to time, or as the Adviser considers necessary or advisable in connection with the Subadviser's performance of its duties hereunder; and 5. give instructions to the custodian and/or sub-custodian of the Series appointed by the Board, concerning deliveries of securities, transfers of currencies and payments of cash for the Series, as required to carry out the investment activities of the Series as contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to provide. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the Series. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series and the Subadviser's compliance program to ensure that the Series' assets are invested in compliance with the Subadvisory Agreement and the Series' investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the Series, as filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act ("Registration Statement"); 2. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations;

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series Fund and shall continuously supervise the investment and reinvestment of cash, securities and instruments or other property comprising the assets of the SeriesFund. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series Fund or otherwise represented in the Series' Fund's investment portfolio, place trades for all such securities and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the SeriesFund, to the Board; 3. obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the SeriesFund, securities held by or under consideration for the SeriesFund, or the issuers of those securities; 4. provide economic research and securities analyses as requested by the Adviser from time to time, or as the Adviser considers necessary or advisable in connection with the Subadviser's performance of its duties hereunder; and 5. give instructions to the custodian and/or sub-custodian of the Series Fund appointed by the Board, concerning deliveries of securities, transfers of currencies and payments of cash for the SeriesFund, as required to carry out the investment activities of the Series Fund as contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' Fund's net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to provide. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the SeriesFund. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series Fund and the Subadviser's compliance program to ensure that the Series' Fund's assets are invested in compliance with the Subadvisory Agreement and the Series' Fund's investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the SeriesFund, as filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act ("Registration Statement"); 2. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations; 3. file all periodic reports required to be filed by the Fund with the applicable regulatory authorities; 4. review and deliver to the Board all financial, performance and other reports prepared by the Subadviser under the provisions of this Agreement or as requested by the Adviser; 5. establish and maintain regular communications with the Subadviser to share information it obtains concerning the effect of developments and data on the investment program maintained by the Subadviser; 6. maintain contact with and enter into arrangements with the custodian, transfer agent, auditors, outside counsel, and other third parties providing services to the Fund; 7. oversee all matters relating to (i) the offer and sale of shares of the Fund, including promotions, marketing materials, preparation of prospectuses, filings with the Commission and state securities regulators, and negotiations with broker-dealers; (ii) shareholder services, including, confirmations, correspondence and reporting to shareholders; (iii) all corporate matters on behalf of the Fund, including monitoring the corporate records of the Fund, maintaining contact with the Board, preparing for, organizing and attending meetings of the Board and the Fund's shareholders; (iv) preparation of proxies when required; and (v) any other matters not expressly delegated to the Subadviser by this Agreement.

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series Portfolio and shall continuously supervise the investment and reinvestment of cash, securities and instruments or other property comprising the assets of the SeriesPortfolio. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series Portfolio or otherwise represented in the Series' Portfolio's investment portfolio, place trades for all such securities and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the SeriesPortfolio, to the Board; 3. obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the SeriesPortfolio, securities held by or under consideration for the SeriesPortfolio, or the issuers of those securities; 4. provide economic research and securities analyses as requested by the Adviser from time to time, or as the Adviser considers necessary or advisable in connection with the Subadviser's performance of its duties hereunder; and 5. give instructions to the custodian and/or sub-custodian of the Series Portfolio appointed by the Board, concerning deliveries of securities, transfers of currencies and payments of cash for the SeriesPortfolio, as required to carry out the investment activities of the Series Portfolio as contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' Portfolio's net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to provide. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the SeriesPortfolio. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series Portfolio and the Subadviser's compliance program to ensure that the Series' Portfolio's assets are invested in compliance with the Subadvisory Agreement and the Series' Portfolio's investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the SeriesPortfolio, as filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act ("Registration Statement"); 2. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations; 3. file all periodic reports required to be filed by the Portfolio with the applicable regulatory authorities; 4. review and deliver to the Board all financial, performance and other reports prepared by the Subadviser under the provisions of this Agreement or as requested by the Adviser; 5. establish and maintain regular communications with the Subadviser to share information it obtains concerning the effect of developments and data on the investment program maintained by the Subadviser; 6. maintain contact with and enter into arrangements with the custodian, transfer agent, auditors, outside counsel, and other third parties providing services to the Portfolio; 7. oversee all matters relating to (i) the offer and sale of shares of the Portfolio, including promotions, marketing materials, preparation of prospectuses, filings with the Commission and state securities regulators, and negotiations with broker-dealers; (ii) shareholder services, including, confirmations, correspondence and reporting to shareholders; (iii) all corporate matters on behalf of the Portfolio, including monitoring the corporate records of the Portfolio, maintaining contact with the Board, preparing for, organizing and attending meetings of the Board and the Portfolio's shareholders; (iv) preparation of proxies when required; and (v) any other matters not expressly delegated to the Subadviser by this Agreement.

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series Fund and shall continuously supervise the investment and reinvestment of cash, securities and instruments or other property comprising the assets of the SeriesFund. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series Fund or otherwise represented in the Series' Fund's investment portfolio, place trades for all such securities and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the SeriesFund, to the Board; 3. obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the SeriesFund, securities held by or under consideration for the SeriesFund, or the issuers of those securities; 4. provide economic research and securities analyses as requested by the Adviser from time to time, or as the Adviser considers necessary or advisable in connection with the Subadviser's performance of its duties hereunder; and 5. give instructions to the custodian and/or sub-custodian of the Series Fund appointed by the Board, concerning as to deliveries of securities, transfers of currencies and payments of cash for the SeriesFund, as required in relation to carry out the investment activities of the Series as matters contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' Fund's net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to provide. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the SeriesFund. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series Fund and the Subadviser's compliance program to ensure that the Series' Fund's assets are invested in compliance with the Subadvisory Agreement and the Series' Fund's investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the SeriesFund, as filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act ("Registration Statement"); 2. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations; 3. file all periodic reports required to be filed by the Fund with the applicable regulatory authorities; 4. review and deliver to the Board all financial, performance and other reports prepared by the Subadviser under the provisions of this Agreement or as requested by the Adviser; 5. establish and maintain regular communications with the Subadviser to share information it obtains concerning the effect of developments and data on the investment program maintained by the Subadviser; 6. maintain contact with and enter into arrangements with the custodian, transfer agent, auditors, outside counsel, and other third parties providing services to the Fund; 7. oversee all matters relating to(i) the offer and sale of shares of the Fund, including promotions, marketing materials, preparation of prospectuses, filings with the Commission and state securities regulators, and negotiations with broker-dealers; (ii) shareholder services, including, confirmations, correspondence and reporting to shareholders; (iii) all corporate matters on behalf of the Fund, including monitoring the corporate records of the Fund, maintaining contact with the Board, preparing for, organizing and attending meetings of the Board and the Fund's shareholders; (iv) preparation of proxies when required; and (v) any other matters no expressly delegated to the Subadviser by this Agreement.

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series Portfolio and shall continuously supervise the investment and reinvestment of cashsecurities, securities and instruments or other property (excluding cash and cash instruments) comprising the assets of the SeriesPortfolio. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series Portfolio or otherwise represented in the Series' Portfolio's investment portfolio, place trades communicate trade orders to the Adviser for all such securities securities, and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the SeriesPortfolio, to the Board; 3. obtain inform the Adviser of the amount of Portfolio assets which will need to be invested or reinvested in cash and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the Series, securities held by or under consideration for the Series, or the issuers of those securities;cash instruments; and 4. provide economic research establish and securities analyses as requested by maintain appropriate policies and procedures including, but not limited to, a code of ethics, which are designed to ensure that the Adviser from time to time, or as management of the Adviser considers necessary or advisable Portfolio is implemented in connection compliance with the Subadviser's performance of its duties hereunder; and 5. give instructions to 1940 Act, the custodian and/or sub-custodian of Advisers Act, and the Series appointed by the Board, concerning deliveries of securities, transfers of currencies and payments of cash for the Series, as required to carry out the investment activities of the Series as contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to providerules thereunder. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the SeriesPortfolio. The Adviser also is responsible for the investment and reinvestment of cash and cash instruments maintained by the Portfolio. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series Portfolio and the Subadviser's compliance program to ensure that the Series' Portfolio's assets are invested in compliance with the Subadvisory Agreement and the Series' Portfolio's investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the SeriesPortfolio, as filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act ("Registration Statement"); 2. place all trade orders communicated by the Subadviser with brokers or dealers selected by the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices that are advantageous to the Portfolio giving consideration to the services and research provided and at commission rates that are reasonable in relation to the benefits received; 3. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations; 4. formulate and implement continuing programs for the purchase and sale of cash and cash instruments and regularly report thereon, at the request of the Portfolio to the Board;

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series and shall continuously supervise the investment and reinvestment of cashsecurities, securities and instruments or other property (excluding cash and cash instruments) comprising the assets of the Series. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series or otherwise represented in the Series' investment portfolio, place trades communicate trade orders to the Adviser for all such securities securities, and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the Series, to the Board; 3. obtain inform the Adviser of the amount of Series assets which will need to be invested or reinvested in cash and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the Series, securities held by or under consideration for the Series, or the issuers of those securities;cash instruments; and 4. provide economic research establish and securities analyses as requested by maintain appropriate policies and procedures including, but not limited to, a code of ethics, which are designed to ensure that the Adviser from time to time, or as the Adviser considers necessary or advisable in connection with the Subadviser's performance of its duties hereunder; and 5. give instructions to the custodian and/or sub-custodian management of the Series appointed by is implemented in compliance with the Board1940 Act, concerning deliveries of securitiesthe Advisers Act, transfers of currencies and payments of cash for the Series, as required to carry out the investment activities of the Series as contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to providerules thereunder. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the Series. The Adviser also is responsible for the investment and reinvestment of cash and cash instruments maintained by the Series. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series and the Subadviser's compliance program to ensure that the Series' assets are invested in compliance with the Subadvisory Agreement and the Series' investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the Series, as filed with the Commission under the Securities Act of 1933, as amended (the "1933 Act"), and the 1940 Act ("Registration Statement"); 2. place all trade orders communicated by the Subadviser with brokers or dealers selected by the Adviser. The Adviser shall use its best efforts to seek to execute portfolio transactions at prices that are advantageous to the Series giving consideration to the services and research provided and at commission rates that are reasonable in relation to the benefits received; 3. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations; 4. formulate and implement continuing programs for the purchase and sale of cash and cash instruments and regularly report thereon, at the request of the Series to the Board;

DUTIES OF THE SUBADVISER AND THE ADVISER. A. Duties of the Subadviser The Subadviser shall regularly provide investment advice with respect to the assets held by the Series Fund and shall continuously supervise the investment and reinvestment of cash, securities and instruments or other property comprising the assets of the SeriesFund. In carrying out these duties, the Subadviser shall: 1. select the securities to be purchased, sold or exchanged by the Series Fund or otherwise represented in the Series' Fund's investment portfolio, place trades for all such securities and regularly report thereon to the Adviser and, at the request of the Adviser, to the Board; 2. formulate and implement continuing programs for the purchase and sale of securities and regularly report thereon to the Adviser and, at the request of the Adviser or the SeriesFund, to the Board; 3. obtain and evaluate pertinent information about significant developments and economic, statistical and financial data, domestic, foreign or otherwise, whether affecting the economy generally, the SeriesFund, securities held by or under consideration for the SeriesFund, or the issuers of those securities; 4. provide economic research and securities analyses as requested by the Adviser from time to time, or as the Adviser considers necessary or advisable in connection with the Subadviser's performance of its duties hereunder; and 5. give instructions to the custodian and/or sub-custodian of the Series Fund appointed by the Board, concerning deliveries of securities, transfers of currencies and payments of cash for the SeriesFund, as required to carry out the investment activities of the Series Fund as contemplated by this Agreement; and 6. provide such financial support, administrative and other services, such as preparation of financial data, determination of the Series' Fund's net asset value, preparation of financial and performance reports, as the Adviser from time to time, deems necessary and appropriate and which the Subadviser is willing and able to provide. B. Duties of the Adviser The Adviser shall retain responsibility for oversight of all activities of the Subadviser and for monitoring its activities on behalf of the SeriesFund. In carrying out its obligations under this Agreement and the Investment Advisory Agreement, the Adviser shall: 1. monitor the investment program maintained by the Subadviser for the Series Fund and the Subadviser's compliance program to ensure that the Series' Fund's assets are invested in compliance with the Subadvisory Agreement and the Series' Fund's investment objectives and policies as adopted by the Board and described in the most current effective amendment of the registration statement for the SeriesFund, as filed with the Commission under the Securities Act of 1933, as amended 1933 (the "1933 Act"), as amended, and the 1940 Act ("Registration Statement"); 2. review all data and financial reports prepared by the Subadviser to assure that they are in compliance with applicable requirements and meet the provisions of applicable laws and regulations; 3. file all periodic reports required to be filed by the Fund with the applicable regulatory authorities; 4. review and deliver to the Board all financial, performance and other reports prepared by the Subadviser under the provisions of this Agreement or as requested by the Adviser; 5. establish and maintain regular communications with the Subadviser to share information it obtains concerning the effect of developments and data on the investment program maintained by the Subadviser; 6. maintain contact with and enter into arrangements with the custodian, transfer agent, auditors, outside counsel, and other third parties providing services to the Fund; 7. oversee all matters relating to (i) the offer and sale of shares of the Fund, including promotions, marketing materials, preparation of prospectuses, filings with the Commission and state securities regulators, and negotiations with broker-dealers; (ii) shareholder services, including, confirmations, correspondence and reporting to shareholders; (iii) all corporate matters on behalf of the Fund, including monitoring the corporate records of the Fund, maintaining contact with the Board, preparing for, organizing and attending meetings of the Board and the Fund's shareholders; (iv) preparation of proxies when required; and (v) any other matters not expressly delegated to the Subadviser by this Agreement.