Common use of Duties and Obligations of the Sub Clause in Contracts

Duties and Obligations of the Sub. Advisor with Respect to Investment of Allocated Assets of the Fund. Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust (the “Board”) and the Advisor, the Sub-Advisor, with respect to such portion of the Fund’s assets as shall be allocated to the Sub-Advisor by the Advisor from time to time (the “Allocated Assets”), shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of the Allocated Assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Fund with respect to the Allocated Assets, and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund with respect to the Allocated Assets; (ii) supervise the investment program of the Allocated Assets and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 4 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Allocated Assets. The Sub-Advisor’s responsibility for providing management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Sub-Advisor is prohibited from directly or indirectly consulting with any other sub-advisor for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Sub-Advisor is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Unless the Advisor advises the Sub-Advisor in writing that the right to vote proxies has been expressly reserved to the Advisor or the Fund or otherwise delegated to another party, the Sub-Advisor shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Sub-Advisor’s proxy voting policies and procedures without consultation with the Advisor or the Fund. The Sub-Advisor agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Advisor. The Fund acknowledges that the Sub-Advisor makes no warranty that any investments made by the Sub-Advisor hereunder will not depreciate in value or at any time will not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended or used by the Sub-Advisor.

Duties and Obligations of the Sub. Advisor Adviser with Respect to Investment of Allocated Assets of the Fund. Trust (a) Subject to the succeeding provisions oversight and supervision of this section the Adviser and subject to the direction and control of the Trust’s Board of Trustees of the Trust (the “Board”) and the AdvisorTrustees, the Sub-Advisor, with respect to such portion Adviser will act as sub-adviser for the Trust and perform one or more of the Fund’s assets as shall be allocated to following services at the Sub-Advisor by request of the Advisor from time to time (the “Allocated Assets”), shall (i) act as investment advisor for and supervise and manage Adviser in connection with the investment and reinvestment of the Allocated Assets andTrust’s assets: (i) managing the investment and reinvestment of the assets of the Trust in accordance with the investment policies and guidelines of the Trust; (ii) subject to the provisions of Section 4 hereof, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Fund with respect to the Allocated Assets, Trust and in voting, exercising consents placing orders for purchases and exercising all other rights appertaining to such securities and other sales of assets on behalf of the Fund with respect to the Allocated Assets; (ii) supervise the investment program of the Allocated Assets and the composition of its investment portfolio; and Trust; (iii) arrangeproviding investment research and credit analysis concerning the assets of the Trust; (iv) monitoring on a daily basis the investment activities and portfolio holdings relating to the Trust; (v) voting proxies relating to the Trust’s portfolio securities in accordance with the proxy voting policies and procedures of the Sub-Adviser; and (vi) settlement of transactions and completing corporate actions. (b) At the request of the Adviser, the Sub-Adviser will also, subject to the provisions oversight and supervision of Section 4 hereofthe Adviser and the direction and control of the Trust’s Board of Trustees, for consult with the Adviser as to the overall management of the assets of the Trust and the investment policies and practices of the Trust, including (but not limited to) the use by the Trust of financial leverage and matters relating to such financial leverage (e.g., form, amount and costs) and the utilization by the Trust of any interest rate or other hedging or risk management transactions in connection therewith, and will perform any of the services described in the Investment Advisory Agreement. (c) In addition, the Sub-Adviser will keep the Trust and the Adviser informed of developments relating to the Sub-Adviser or the Trust’s investments materially affecting the Trust and shall, upon request, furnish to the Adviser and the Trust all information relevant to such developments. (d) The Sub-Adviser will periodically communicate to the Adviser or other services providers of the Trust, at such times as the Adviser may request, information concerning the purchase and sale of securities for the Trust and such other assets held information as the Adviser may reasonably require for purposes of fulfilling its obligations to the Trust under the Investment Advisory Agreement. (e) In addition to the investment policies and guidelines of the Trust, the Adviser may from time to time communicate to the Sub-Adviser instructions (the “Instructions”) in writing that limit or supplement the investment policies and guidelines and are subject to approval by the Sub-Adviser, which approval shall not be unreasonably withheld. Neither the investment policies and guidelines nor the Instructions shall require the Sub-Adviser to obtain capabilities or resources beyond those it possesses as of the Effective Date. The Adviser shall promptly notify the Sub-Adviser, in writing, of any change in the investment portfolio of policies and guidelines that is made for any reason, including but not limited to a change by the Allocated AssetsAdviser, the Trust or in any applicable law or regulation. The Sub-Advisor’s responsibility for providing management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Sub-Advisor is prohibited from directly or indirectly consulting with any other sub-advisor for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Sub-Advisor is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Unless the Advisor advises the Sub-Advisor in writing that the right to vote proxies has been expressly reserved to the Advisor or the Fund or otherwise delegated to another party, the Sub-Advisor shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Sub-Advisor’s proxy voting policies and procedures without consultation with the Advisor or the Fund. The Sub-Advisor agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Advisor. The Fund Adviser acknowledges that the Sub-Advisor makes no warranty that any investments made by Adviser may be required to terminate delivery of certain data or services used in managing the Trust in the event the Sub-Advisor hereunder will not depreciate Adviser is no longer able to obtain such data or services. (f) Nothing in value or at any time will not be affected by adverse tax consequences, nor does it give any warranty as this Agreement is deemed to the performance or profitability of the assets or the success of any investment strategy recommended or used by impose on the Sub-AdvisorAdviser responsibility for the preparation of the Trust’s financial statements or the Trust’s other financial and regulatory filing and reporting obligations, provided that the Sub-Adviser shall provide sub-certifications in the form reasonably requested by the Fund relating to the Sub-Adviser’s services under this Agreement to assist the Fund in complying with the provisions of the Xxxxxxxx-Xxxxx Act of 2002.

Duties and Obligations of the Sub. Advisor with Respect to Investment of Allocated Assets of the Fund. Subject to the succeeding provisions of this section and subject to the direction and control of the Board of Trustees of the Trust (the “Board”) and the Advisor, the Sub-Advisor, with respect to such portion of the Fund’s assets as shall be allocated to the Sub-Advisor by the Advisor from time to time (the “Allocated Assets”), shall (i) act as investment advisor for and supervise and manage the investment and reinvestment of the Allocated Assets and, in connection therewith, have complete discretion in purchasing and selling securities and other assets for the Fund with respect to the Allocated Assets, and in voting, exercising consents and exercising all other rights appertaining to such securities and other assets on behalf of the Fund with respect to the Allocated Assets; (ii) supervise the investment program of the Allocated Assets and the composition of its investment portfolio; and (iii) arrange, subject to the provisions of Section 4 hereof, for the purchase and sale of securities and other assets held in the investment portfolio of the Allocated Assets. The Sub-Advisor’s responsibility for providing management and supervision to the Fund is limited to that discrete portion of the Fund represented by the Allocated Assets and the Sub-Advisor is prohibited from directly or indirectly consulting with any other sub-advisor for a portion of the Fund’s assets concerning Fund transactions in securities or other assets. The Sub-Advisor is authorized to give instructions with respect to the Allocated Assets to the custodian of the Fund as to deliveries of securities and other investments and payments of cash for the account of the Fund. Unless the Advisor advises the Sub-Advisor in writing that the right to vote proxies has been expressly reserved to the Advisor or the Fund or otherwise delegated to another party, the Sub-Advisor shall exercise voting rights incident to any security purchased with, or comprising a portion of, the Allocated Assets, in accordance with the Sub-Advisor’s proxy voting policies and procedures without consultation with the Advisor or the Fund. The Sub-Advisor agrees to furnish a copy of its proxy voting policies and procedures, and any amendments thereto, to the Advisor. The Fund acknowledges that the Sub-Advisor makes no warranty that any investments made by the Sub-Advisor hereunder will not depreciate in value or at any time will not be affected by adverse tax consequences, nor does it give any warranty as to the performance or profitability of the assets or the success of any investment strategy recommended or used by the Sub-Advisor.