Common use of Duties as Sub-Advisor Clause in Contracts

Duties as Sub-Advisor. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Xxxxxxx Partners, and any written guidelines adopted by the Board or Xxxxxxx Partners and furnished to the Sub-Advisor, the Sub-Advisor will provide a continuous investment program for all or a designated portion of the assets of the Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the Fund. The Sub-Advisor will determine from time to time what investments will be purchased, retained or sold by the Fund. The Sub-Advisor will be responsible for placing purchase and sell orders for investments and for other related transactions for the Fund. The Sub-Advisor will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Advisor will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Advisor agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution. Subject to its duty to obtain the best available prices and execution on behalf of the Fund, the Sub-Advisor may, in its discretion, use brokers that provide Xxxxxxx Partners or the Sub-Advisor with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisor's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Advisor to the Fund or its other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term. Subject to its duty to obtain the best available prices and execution on behalf of the Fund, the Sub-Advisor may, in its discretion, place orders for the purchase and sale of portfolio securities with brokers who sell shares of the Fund or sell shares of any other fund for which Xxxxxxx Partners or the Sub-Advisor provide investment advisory services. Brokers who sell shares of the funds for which Xxxxxxx Partners or the Sub-Advisor provide advisory services shall only receive orders for the purchase and sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the SEC and the National Association of Securities Dealers, Inc. In no instance will portfolio securities be purchased from or sold to Xxxxxxx Partners or the Sub-Advisor, or any affiliated person thereof, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Advisor may aggregate sales and purchase orders with respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Advisor or its affiliates. Whenever the Sub-Advisor simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Advisor, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxx Partners recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Advisor is responsible for assisting in the fair valuation of all portfolio securities in the Fund, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Advisor will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Advisor for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (d) The Sub-Advisor will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Advisor on behalf of the Fund, and will furnish the Board and Xxxxxxx Partners with such periodic and special reports as the Board or Xxxxxxx Partners reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Fund upon request by the Trust. (e) At such times as shall be reasonably requested by the Board or Xxxxxxx Partners, the Sub-Advisor will provide the Board and Xxxxxxx Partners with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund and make available to the Board and Xxxxxxx Partners any economic, statistical and investment services that the Sub-Advisor normally makes available to its institutional or other customers.

Duties as Sub-Advisor. (a) Subject to the supervision and direction of the TrustCompany's Board of Trustees ("Board") and review by Xxxxxxx Partners, and any written guidelines adopted by the Board or Xxxxxxx Partners and furnished to the Sub-Advisor, the Sub-Advisor will provide a continuous investment program for all or a designated portion of the assets of the each Fund, including investment research and discretionary management management, with respect to all securities and investments and cash equivalents in of the Fund. The Sub-Advisor will determine from time to time what securities and other investments will be purchased, retained or sold by each Fund, and the Fund. The Sub-Advisor brokers and dealers through whom trades will be responsible for placing purchase and sell orders for investments and for other related transactions for the Fund. The Sub-Advisor will be responsible for voting proxies of issuers of securities held by the Fund. The Sub-Advisor will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement")executed. (b) The Sub-Advisor agrees that, in placing orders with brokersbrokers and dealers, it will seek attempt to obtain the best net result in terms of price and execution. Subject to its duty to obtain the best available prices and execution on behalf of the FundConsistent with this obligation, the Sub-Advisor may, in its discretion, use purchase and sell portfolio securities from and to brokers that and dealers who sell shares of the Funds or provide Xxxxxxx Partners the Funds, Advisor's other clients, or the Sub-Advisor Advisor's other clients with research, analysis, advice and similar services to execute portfolio transactions on behalf of the Fund, and services. The Sub-Advisor may pay to those brokers and dealers, in return for brokerage such research and research services analysis, a higher commission or spread than may be charged by other brokersbrokers and dealers, subject to the Sub-Advisor's Advisor determining in good faith that such commission or spread is reasonable in terms either of the particular transaction or of the overall responsibility of the Advisor and the Sub-Advisor to the Fund or its Funds and their other clients and that the total commissions or spreads paid by the each Fund will be reasonable in relation to the benefits to the Fund over the long term. Subject to its duty to obtain the best available prices and execution on behalf of the Fund, the Sub-Advisor may, in its discretion, place orders for the purchase and sale of portfolio securities with brokers who sell shares of the Fund or sell shares of any other fund for which Xxxxxxx Partners or the Sub-Advisor provide investment advisory services. Brokers who sell shares of the funds for which Xxxxxxx Partners or the Sub-Advisor provide advisory services shall only receive orders for the purchase and sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the SEC and the National Association of Securities Dealers, Inc. In no instance will portfolio securities be purchased from or sold to Xxxxxxx Partners or the Sub-Advisor, or any affiliated person thereof, except in accordance with the federal applicable securities laws and the rules and regulations thereunder. The Sub-Advisor may aggregate sales thereunder and purchase any exemptive orders with respect to the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Sub-Advisor or its affiliatescurrently in effect. Whenever the Sub-Advisor simultaneously places orders to purchase or sell the same security on behalf of the a Fund and one or more other accounts advised by the Sub-Advisor, the such orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxx Partners recognizes that in some cases this procedure may adversely affect the results obtained for the Fund. (c) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Advisor is responsible for assisting in the fair valuation of all portfolio securities in the Fund, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Advisor will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Advisor for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (d) The Sub-Advisor will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to the securities transactions by the Sub-Advisor on behalf of the FundFunds, and will furnish the Board and Xxxxxxx Partners Advisor with such periodic and special reports as the Board or Xxxxxxx Partners Advisor reasonably may request. In compliance with the requirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that which it maintains for the Fund Company are the property of the TrustCompany, and agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act applicable law any records that which it maintains for the Trust Company and that which are required to be maintained by Rule 31a-1 under the 1940 Actmaintained, and further agrees to surrender promptly to the Trust Company any records or copies thereof that which it maintains for the Fund Company upon request by the TrustCompany. (e) At such times as shall be reasonably requested by the Board or Xxxxxxx Partners, the Sub-Advisor will provide the Board and Xxxxxxx Partners with economic and investment analyses and reports as well as quarterly reports setting forth the performance of the Fund and make available to the Board and Xxxxxxx Partners any economic, statistical and investment services that the Sub-Advisor normally makes available to its institutional or other customers.

Duties as Sub-Advisor. (a) Subject to the supervision and direction of the Trust's Board of Trustees ("Board") and review by Xxxxxxx PartnersBrinson Advisors, and any written guidelines adopted by the Board or Xxxxxxx Partners Boaxx xx Xrinson Advisors and furnished to the Sub-Advisor, the Sub-Advisor will Advixxx xxxl provide a continuous investment program for all or a designated portion of the assets ("Segment") of the Fund, including investment research and discretionary management with respect to all securities and investments and cash equivalents in the FundFund or Segment. The Sub-Advisor will determine from time to time what investments will be purchased, retained or sold by the FundFund or Segment. The Sub-Advisor will be responsible for placing purchase and sell orders for investments and for other related transactions for the FundFund or Segment. The Sub-Advisor will be responsible for voting proxies of issuers of securities held by the FundFund or Segment. The Sub-Advisor will provide services under this Contract in accordance with the Fund's investment objective, policies and restrictions as stated in the Trust's currently effective registration statement under the 1940 Act, and any amendments or supplements thereto ("Registration Statement"). (b) The Sub-Advisor agrees that, in placing orders with brokers, it will seek to obtain the best net result in terms of price and execution. Subject to its duty to obtain the best available prices and execution ; provided that, on behalf of the Fund, the Sub-Advisor may, in its discretion, use brokers that provide Xxxxxxx Partners or the Sub-Advisor with research, analysis, advice and similar services to execute portfolio transactions on behalf of the FundFund or Segment, and the Sub-Advisor may pay to those brokers in return for brokerage and research services a higher commission than may be charged by other brokers, subject to the Sub-Advisor's determining in good faith that such commission is reasonable in terms either of the particular transaction or of the overall responsibility of the Sub-Advisor to the Fund or its other clients and that the total commissions paid by the Fund or Segment will be reasonable in relation to the benefits to the Fund over the long term. Subject to its duty to obtain the best available prices and execution on behalf of the Fund, the Sub-Advisor may, in its discretion, place orders for the purchase and sale of portfolio securities with brokers who sell shares of the Fund or sell shares of any other fund for which Xxxxxxx Partners or the Sub-Advisor provide investment advisory services. Brokers who sell shares of the funds for which Xxxxxxx Partners or the Sub-Advisor provide advisory services shall only receive orders for the purchase and sale of portfolio securities to the extent that the placing of such orders is in compliance with the rules of the SEC and the National Association of Securities Dealers, Inc. In no instance will portfolio securities be purchased from or sold to Xxxxxxx Partners Brinson Advisors or the Sub-Advisor, or any affiliated person thereofthxxxxx, except in accordance with the federal securities laws and the rules and regulations thereunder. The Sub-Advisor may aggregate sales and purchase orders with respect to the assets of the Fund or Segment with similar orders being made simultaneously for other accounts advised by the Sub-Advisor or its affiliates. Whenever the Sub-Advisor simultaneously places orders to purchase or sell the same security on behalf of the Fund and one or more other accounts advised by the Sub-Advisor, the orders will be allocated as to price and amount among all such accounts in a manner believed to be equitable over time to each account. Xxxxxxx Partners Brinson Advisors recognizes that in some cases this procedure may adversely max xxxxxsely affect the results obtained for the FundFund or Segment. (c) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Advisor is responsible for assisting in the fair valuation of all portfolio securities in the Fund, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Advisor will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Advisor for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service. (d) The Sub-Advisor will maintain all books and records required to be maintained pursuant to the 1940 Act and the rules and regulations promulgated thereunder with respect to transactions by the Sub-Advisor on behalf of the FundFund or Segment, and will furnish the Board and Xxxxxxx Partners Brinson Advisors with such periodic and special reports as the Board or Xxxxxxx Partners Bxxxx xx Brinson Advisors reasonably may request. In compliance with the requirements thx xxxxirements of Rule 31a-3 under the 1940 Act, the Sub-Advisor hereby agrees that all records that it maintains for the Fund are the property of the Trust, agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any records that it maintains for the Trust and that are required to be maintained by Rule 31a-1 under the 1940 Act, and further agrees to surrender promptly to the Trust any records or copies thereof that it maintains for the Fund upon request by the Trust. (ed) At such times as shall be reasonably requested by the Board or Xxxxxxx PartnersBrinson Advisors, the Sub-Advisor will provide the Board and Xxxxxxx Partners Advisors with economic and investment analyses and reports xxxxxxs as well as quarterly reports setting forth the performance of the Fund or Segment and make available to the Board and Xxxxxxx Partners Brinson Advisors any economic, statistical and investment services that serxxxxx xhat the Sub-Advisor normally makes available to its institutional or other customers. (e) In accordance with procedures adopted by the Board, as amended from time to time, the Sub-Advisor is responsible for assisting in the fair valuation of all portfolio securities in the Fund or Segment, in accordance with procedures adopted by the Board, as amended from time to time. The Sub-Advisor will use its reasonable efforts to arrange for the provision of a price from one or more parties independent of the Sub-Advisor for each portfolio security for which the custodian does not obtain prices in the ordinary course of business from an automated pricing service.