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

ACTIVITIES OF THE SUB-ADVISER. It is understood that the Sub-Adviser may perform investment advisory services for various other clients, including other investment companies. If requested by the Adviser, the Sub-Adviser will report (generally via conference call or in writing) to the Board of Trustees of the Trust (at regular quarterly meetings and at such other times as such Board of Trustees reasonably shall request) (i) information regarding any potential conflicts of interest arising by reason of its continuing provision of advisory services to the Fund and to its other accounts, and (ii) such other information as the Board of Trustees shall reasonably request regarding the Fund, the Fund's performance, the services provided by the Sub-Adviser to the Fund as compared to its other accounts and the plans of, and the capability of, the Sub-Adviser with respect to providing future services to the Fund and its other accounts. The Sub-Adviser agrees to submit to the Trust a statement defining its policies with respect to the allocation of business among the Fund and its other clients. The Sub-Adviser has supplied to the Adviser and the Trust copies of its Form ADV with all exhibits and attachments thereto and will hereafter supply to the Adviser, promptly upon the preparation thereof, copies of all amendments or restatements of such document. The Sub-Adviser has also delivered to the Adviser and the Trust copies of its code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act (the "Code"). If in the opinion of counsel to the Trust, the code of ethics does not satisfy the requirements of Rule 17j-1, the Sub-Adviser will adopt a code of ethics that does. The Sub-Adviser shall promptly furnish the Adviser and Trust with all amendments or supplements to its code of ethics at least annually. On a quarterly basis, the Sub-Adviser shall report to the Adviser and the Board on compliance by the access persons of the Fund with its Code of Ethics, and upon the written request of the Adviser or the Trust, the Sub-Adviser shall permit the Adviser and the Trust, or their respective representatives to examine the reports required to be made to the Sub-Adviser by the access persons of the Fund under such code.