Common use of ADVISORY DUTIES Clause in Contracts

ADVISORY DUTIES. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund and the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Registration Statement (as defined in paragraph 3(d) of this Agreement) and subject to the following understandings: (a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the administration of other fiduciary accounts for which it has investment responsibility; (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Registration Statement of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who deals in the securities in which the Fund is active. The Adviser is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. Subject to policies established by the Board of Directors of the Fund, the Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Adviser will promptly communicate to the officers and Directors of the Fund such information relating to portfolio transactions as they may reasonably request: On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (e) The Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request; (f) The Adviser shall provide the Fund on each business day with a list of all securities transactions for that day; (g) The investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others.

ADVISORY DUTIES. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund and the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Registration Statement (as defined in paragraph 3(d) of this Agreement) and subject to the following understandings: (a) The Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the administration of other fiduciary accounts for which it has investment responsibility; (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Registration Statement of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Adviser shall determine the securities to be purchased or sold by the Fund - and will place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who deals in the securities in which the Fund is active. The Adviser is directed to use its best efforts to obtain the best available price and most favorable execution, except as prescribed herein. Subject to policies established by the Board of Directors of the Fund, the Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Adviser will promptly communicate to the officers and and' Directors of the Fund such information relating to portfolio transactions as they may reasonably request: ; On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. any In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (e) The Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request; (f) The Adviser shall provide the Fund on each business day with a list of all securities transactions for that day; (g) The investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others.

ADVISORY DUTIES. Subject to the supervision of the Board of Directors of the Fund, the Adviser shall manage the investment operations of the Fund Fund's Capital Opportunity Portfolio and the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Registration Statement (as defined in paragraph 3(d) of this Agreement) and subject to the following understandings: (a) The Adviser shall provide supervision of the Fund's Capital Opportunity Portfolio investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the administration of other fiduciary accounts for which it has investment responsibility; (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, . By-Laws and Registration Statement of the Fund and with the instructions and directions of the Board of Directors of the Fund and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Adviser shall determine the securities to be purchased or sold by the Fund and will place orders pursuant to its determinations determination either directly with the issuer or with any broker and/or dealer who deals in the securities in which the Fund is active. The Adviser is directed to use its best efforts to obtain the best available price and most favorable execution, except except, as prescribed herein. Subject to policies established by the Board of Directors of the Fund, the Adviser may also be authorized to effect individual securities transactions at commission rates in excess of the minimum commission rates available, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. The Adviser will promptly communicate to the officers and Directors of the Fund such information relating to portfolio transactions as they may reasonably request: On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund Fund's Capital Opportunity Portfolio as well as other clients, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if any. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transactiontransactions, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (e) The Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request; (f) The Adviser shall provide the Fund on each business day with a list of all securities transactions for that day; (g) The investment advisory services of the Adviser to the Fund under this Agreement are not to be deemed exclusive, and the Adviser shall be free to render similar services to others.

ADVISORY DUTIES. Subject to any written limitations imposed by the supervision of officers or the Board of Directors of the Fund, the Adviser shall manage supervise and direct the investment operations of the Fund and the composition of the Fund's portfolio, including the purchase, retention and disposition thereof, in accordance with the Fund's investment objective and policies as stated in the Registration Statement Prospectus (as defined in paragraph 3(d3(f) of this Agreement) dated November 1, 1996 (with such amendments or supplements to such objective and policies as are mutually agreed to by the Adviser and the Fund) and subject to the following understandings: (a) The Upon the terms and provisions of this Agreement, the Adviser shall provide supervision of the Fund's investments, furnish a continuous investment program for the Fund's portfolio, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash;. (b) The Adviser shall use the same skill and care in the management of the Fund's portfolio as it uses in the administration of other fiduciary accounts for which it has investment responsibility;responsibility (subject to paragraph 2(h) of this Agreement). (c) The Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Articles of Incorporation, By-Laws and Registration Statement Prospectus of the Fund and with the written instructions and written directions of the officers or the Board of Directors of the Fund and will conform to and comply with the any applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations;regulation. (d) The Adviser shall determine the securities to be purchased or sold by the Fund and will is authorized to place orders pursuant to its determinations either directly with the issuer or with any broker and/or dealer who deals in the securities in which the Fund is activedealer. The Adviser is directed to use its best efforts to obtain the best available price and most favorable executionexecution (which may include consideration of the factors set forth in the following sentence), except as prescribed herein. Subject to policies established by consistent with applicable federal and state laws and regulations and consistent with the written directions of the Board of Directors of the Fund. In selecting brokers and/or dealers to execute the Fund's portfolio transactions, the Adviser may also be authorized will give consideration to effect individual securities transactions at commission rates in excess such factors as the price of the minimum commission rates availablesecurity, if the rate of commission, the size and difficulty of the order, the reliability, integrity, financial condition, and general execution and operational capabilities of competing brokers and/or dealers, and the brokerage and research services which they provide to the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage or research services provided by such broker or dealer, viewed in terms of either that particular transaction or the Adviser's overall responsibilities with respect to the Fund. The execution of such transactions shall not be deemed to represent an unlawful act or breach of any duty created by this Agreement or otherwise. Nothing in this paragraph 2(d) shall limit the Adviser's obligations under any applicable federal or state laws or regulations. The Adviser will promptly communicate to the officers and Board of Directors of the Fund such information relating to portfolio transactions as they may reasonably request: . On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Fund as well as other clientscustomers, the Adviser, to the extent permitted by applicable laws and regulations, may aggregate the securities to be sold or purchased in order to obtain the best execution and lower brokerage commissions, if anypurchased. In such event, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients;customers. (e) The Fund (and not the Adviser) shall be liable for any and all federal, state, local or other taxes, or other governmental charges, with respect to the income or gain of the Fund. (f) The Adviser shall maintain books and records with respect to the Fund's securities transactions and shall render to the Fund's Board of Directors such periodic and special reports as the Board may reasonably request;. (fg) The Adviser shall provide the Fund on each business day with a list of all securities transactions for that day;. (gh) The It is understood that the Adviser may render management and investment advisory advice and services of the Adviser to the Fund under type described in this Agreement are not to be deemed exclusiveor of other types, and the Adviser may offer equity-linked securities and other investment opportunities, to any other person, including without limitation any corporation, partnership, association, business, trust, individual or other entity (a "Person"). The Fund understands that the Adviser shall be free at all times, in its discretion, to render similar services make or to othersadvise investments for others which may be the same as or may be different from those made with respect to the Fund. Actions or decisions regarding the Fund or any part thereof may be the same as or different from actions or decisions which the Adviser, or any of its affiliates, or any of their officers, directors, stockholders or employees, or any members of any of their families, or other Persons may take with respect to the same securities.