AMENDMENT NO. 2 TO IMPLEMENTATION SERVICES AGREEMENT

Section 1(a) of the Agreement is deleted in its entirety and hereby replaced with the following:

Sections 4(b), 4(c) and 4(d) of the Agreement are deleted in their entirety and hereby replaced with the following:

Schedule A (Service Definitions, Objective and Policies) and Appendix 1 to Schedule A (Fund Restructure Notice) to the Agreement are deleted in their entirety and hereby replaced with the Schedule A and Appendix 1 to Schedule A attached hereto.

This Amendment constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings (except as otherwise provided herein) with respect thereto. Except to the extent amended hereby, the Agreement shall remain in full force and effect.

No amendment, modification or waiver in respect of the matters contemplated by this Amendment will be effective unless made in accordance with the terms of the Agreement.

This Amendment may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original.

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“Transition Services” refer to a combination of analysis, strategy development, implementation, trading and brokerage services designed to reduce the total cost and risk associated with a Transition. These services could include the use of financial futures, foreign currency, securities or other instruments to obtain desired exposures for specified periods according to Client instructions during the course of a Transition while the Client’s final Target Portfolio and manager structure is determined. These services could include Sleeve Transition Services.

“Interim Subadvisory Services” refer to the services described in the Investment Subadvisory Agreement in the form attached hereto as Appendix 3 to this Schedule, as approved by the Board of the Funds.

A “Transition” occurs when the Client reallocates assets (“Transition Assets”) from a Legacy Portfolio to a Target Portfolio. For example, a Transition may occur when Transition Assets are reallocated among existing investment managers or Specified Fund Sleeves (or sub-sleeves thereof), when existing managers are terminated and new managers are hired or when the Client terminates existing managers and establishes an interim Target Portfolio prior to identifying new managers or the final Target Portfolio.

“Legacy Portfolio” means the existing portfolio of securities, cash and/or other assets identified by the Client to be restructured in a Transition.

“Target Portfolio” means the portfolio of securities, cash and other assets identified by the Client and/or the Receiving Managers to be created through the Transition.

“Receiving Managers” are the Client’s existing or newly hired investment managers who receive Transition Assets.

“Transferring Managers” are the Client’s investment managers whose assets are partially or completely transferred in a Transition.

SCOPE OF TRANSITION SERVICES. The scope of Transition Services will vary by Transition, and will be described on a “Fund Restructure Notice” to be executed by the Client and RIIS in the form attached as Appendix 1 to this Schedule. Among other things, the Fund Restructure Notice:

Establishes RIIS’s authority (under the terms of the Agreement) to purchase, sell or otherwise transfer securities held in the identified Transition Account(s) for the purpose of establishing the Target Portfolio (or interim Target Portfolio, as the case may be), all in accordance with the Client’s instructions as provided in the Fund Restructure Notice;

Establishes the basic objectives for the Transition;

Establishes whether RIIS is authorized to use financial futures or other securities and instruments (other than those selected by Receiving Managers) to achieve the desired exposure while the Transition is in progress;

May also authorize RIIS to provide Interim Subadvsiory Services; and

May provide any special or additional instructions for the conduct of the Transition Services.

CONDUCT OF TRANSITION. Upon acceptance of the Fund Restructure Notice by RIIS, the Client will provide RIIS with a list of the appropriate contact persons and persons with authority to deal in the Transition Assets at the Client’s custodian(s) and at each of the Transferring and Receiving Managers (collectively, the “Transition Parties”). The Client will deliver instructions to the Transition Parties to comply with RIIS’s instructions and to provide information and updates related to the Legacy Portfolio, the Target Portfolio and other elements of the Transition to the extent reasonably requested by RIIS. RIIS will provide forms of instruction and request letters from time to time to assist in this process.

RELIANCE ON INFORMATION. RIIS is entitled to rely on information provided by the Transition Parties, including but not limited to the contents of the Legacy and Target Portfolios and investment guidelines or other instructions provided by the Client or the Transition Parties. Changes to such information, investment guidelines or other instructions will be effective only upon RIIS’s receipt of an amendment in writing or in such other form as acceptable to it.

INVESTMENT DECISIONS. RIIS does not:

Review or assess the investment decisions made by the Client and/or Receiving Managers in configuring the Target Portfolio; or

Select securities or other instruments for investment of Transition Assets, except to the extent that RIIS has been authorized in the Fund Restructure Notice to invest in financial futures, securities or other instruments to achieve desired exposures during the course of a Transition or until a final Target Portfolio can be identified. This does not preclude any activities that otherwise may be agreed to by the parties with respect to Sleeve Transition Services or Interim Subadvisory Services.

TRANSACTION PROCEDURES. All transactions will be consummated by payment or delivery to the Client’s custodian, or to such depositories or agents as may be designated by the Client or its agent, of all cash and/or securities due to or from the Transition Account. Other than for investment or reinvestment as provided herein, transfers from such custodial accounts will be made solely at the direction of the Client. RIIS will confirm in writing or by electronic communications to the custodian when such transactions have been executed. RIIS does not accept responsibility or liability with respect to custodial arrangements relating to the Transition Account or the acts or omissions of the Client’s custodian(s) which may affect settlement.

REPORTS. RIIS will provide to the Client a summary report concerning the status of the transition activity upon completion of the Transition.

SCOPE OF EXECUTION SERVICES. The scope of Execution Services will vary by engagement and will be described on an “Execution Services Notice” to be executed by the Client and RIIS in the form attached as Appendix 2 to this Schedule. Among other things, the Execution Services Notice:

Establishes RIIS’s authority (under the terms of the Agreement) to purchase, sell or otherwise transfer securities in the identified Execution Account(s) for the purpose of executing the trades as instructed, all in accordance with the Client’s instructions as provided in the Execution Services Notice;

Establishes the basic objectives for the Execution Services; and

May provide any special or additional instructions for the conduct of the Execution Services.