Common use of Duties of Adviser Clause in Contracts

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration of Trust of the Trust, as filed with the State of Massachusetts, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”"Articles"); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Fund's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “"1933 Act”") on Form N-1A, as filed with the Securities and Exchange Commission (“"SEC”") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Portfolio's most recent prospectus (the “"Prospectus”"); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the Trust, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. (a) The Adviser has furnished entered into an Amended and Restated Advisory Agreement dated April 30, 2012 with the Company relating to the Portfolio (the “Advisory Agreement”). The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-adviser with Adviser’s performance of its duties under this Agreement. (b) The Adviser has delivered or made available to the Sub-Adviser copies of each of the following documents and will furnish deliver or make available to Sub-adviser at its principal office it all future amendments and supplements to such documentssupplements, if any, as soon as practicable after such documents become available: (1) The Declaration of Trust of the Trust, as filed with the State of Massachusetts, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) ), on Form N-1AN-1A (the “Registration Statement”), as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares shares, and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments supplements thereto; (62) The Fund’s most recent prospectus (Prospectus(es) of the “Prospectus”)Portfolio; and (73) Copies The relevant policies and procedures of reports made by the Trust Portfolio with which the Sub-Adviser is expected to its shareholders. comply. (c) The Adviser and the Sub-Adviser shall furnish Sub-adviser cooperate with any further documents, materials each other to set up and maintain brokerage accounts and other accounts the parties deem advisable to allow for the purchase or information that Sub-adviser may reasonably request to enable it to perform its duties sale of various forms of securities and other instruments pursuant to this Agreement; provided, however, that the Adviser shall have the ultimate authority to determine how futures accounts, ISDAs and other accounts or arrangements with respect to derivatives, short sales or other special investments shall be set up. (d) The Adviser will provide Sub-Adviser a list of all publicly traded affiliates of the Adviser which may not be purchased by the Portfolio and a list of all brokers and underwriters affiliated with the Adviser for reporting transactions under applicable provisions of the 1940 Act.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The FundPortfolio’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustCompany, as filed with the State of MassachusettsMaryland, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Management Agreement and this Agreement; (4) The TrustCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser Subadviser with copies of each of the following documents and will furnish to Sub-adviser Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) A. The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”"Articles"); (2) B. The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) C. Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) D. The Trust’s Fund's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “"1933 Act”") on Form N-1A, as filed with the Securities and Exchange Commission (“"SEC”") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) E. The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) F. The Fund’s Portfolio's most recent prospectus (the “"Prospectus”"); G. Any proxy statements of the Fund sent to shareholders of the Portfolio for the purpose of voting on matters affecting the Portfolio; and (7) H. Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser Subadviser with any further documents, materials or information that Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. (a) The Adviser has furnished entered into an Amended Investment Advisory Agreement dated April 30, 2007 with the Company relating to the Portfolio (the “Advisory Agreement”). The Adviser shall continue to have responsibility for all services to be provided to the Portfolio pursuant to the Advisory Agreement and shall oversee and review the Sub-adviser with Adviser’s performance of its duties under this Agreement. (b) The Adviser has delivered to the Sub-Adviser copies of each of the following documents and will furnish deliver to Sub-adviser at its principal office it all future amendments and supplements to such documentssupplements, if any, as soon as practicable after such documents become available: (1) The Declaration of Trust of the Trust, as filed with the State of Massachusetts, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended amended, on Form N-1A (the “1933 ActRegistration Statement”) on Form N-1A), as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares shares, and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments supplements thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (72) Copies Prospectus(es) of reports made the Portfolio. (c) The Adviser shall instruct the Portfolio’s custodian to furnish such information about the Portfolio and its assets as the Sub-Adviser may from time to time reasonably request in connection with the performance of its duties under this Agreement. The Adviser acknowledges that the Sub-Adviser will be relying on the custodian’s identification of any assets contributed, or liabilities allocated, from time to time to the Portfolio, as well as their availability for sale as applicable. The Sub-Adviser may reasonably rely without further inquiry upon any information furnished to it by the Trust to its shareholders. Adviser shall furnish custodian hereunder, and the Sub-adviser with Adviser will not be responsible for any further documents, materials errors or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreementomissions arising from any inaccuracies in such information.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Declarations of Trust of the Trust, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationDeclarations”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and; (7) Copies of reports made by the Trust to its shareholders.; and (8) Copies of any relevant Trust policies or guidelines established by Adviser or Board that relate to the services provided by Sub-adviser hereunder. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration of Trust of the Trust, as filed with the State of Massachusetts, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information information, including current versions of the documents listed above, that Sub-adviser may reasonably request require to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustBoard’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The FundPortfolio’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser will periodically provide to Sub-adviser a list of the affiliates of Adviser or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies (Sub-adviser will be entitled to assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The FundPortfolio’s most recent prospectus (the “Prospectus”); and; (7) Copies of reports made by the Trust Fund to its shareholders; and (8) Copies of any relevant Fund policies or guidelines established by Adviser or Board that relate to the services provided by Sub-adviser hereunder. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The FundPortfolio’s most recent prospectus (the “Prospectus”); and; (7) Copies of reports made by the Trust Fund to its shareholders.; and (8) Copies of any relevant Fund policies or guidelines established by Adviser or Board that relate to the services provided by Sub-adviser hereunder. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser Subadviser with copies of each of the following documents and will furnish to Sub-adviser Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) A. The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) B. The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) C. Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) D. The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) E. The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) F. The FundPortfolio’s most recent prospectus (the “Prospectus”); G. Any proxy statements of the Fund sent to shareholders of the Portfolio for the purpose of voting on matters affecting the Portfolio; and (7) H. Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser Subadviser with any further documents, materials or information that Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The FundPortfolio’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information information, including current versions of the documents listed above, that Sub-adviser may reasonably request require to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Declarations of Trust of the Trust, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationDeclarations”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and) and Statement of Additional Information; (7) Copies of reports made by the Trust to its shareholders; (8) Copies of any relevant Trust policies or guidelines established by Adviser or the Board that relate to the services provided by Sub-adviser hereunder; and (9) List of affiliated broker-dealers. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser Subadviser with copies of each of the following documents and will furnish to Sub-adviser Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”"Articles"); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Fund's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “"1933 Act”") on Form N-1A, as filed with the Securities and Exchange Commission (“"SEC”") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Portfolio's most recent prospectus (the “"Prospectus”"); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser Subadviser with any further documents, materials or information that Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration of Trust of the Trust, as filed with the State of Massachusetts, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust to its shareholders. Adviser shall furnish provide, or has provided, to the Sub-adviser with any further documents, materials such information or information that documents as the Sub-adviser may shall reasonably request or as required by applicable law or regulation. In particular, Adviser shall provide such assistance to the Sub-adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-adviser shall reasonably request to enable it to perform its duties allow for the purchase or sale of various forms of securities pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Utilities Portfolio and the Natural Resources Portfolio of the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. Until the Adviser delivers to the Sub-adviser any supplements or amendments to the Fund’s documents described above, the Sub-adviser shall be fully protected in relying on the most recent versions of such documents previously furnished to the Sub-adviser.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The FundPortfolio’s most recent prospectus (the “Prospectus”); and) and Statement of Additional Information; (7) Copies of reports made by the Trust Fund to its shareholders; (8) Copies of any relevant Fund policies or guidelines established by Adviser or the Board that relate to the services provided by Sub-adviser hereunder; and (9) List of affiliated broker-dealers. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”"Articles"); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Fund's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “"1933 Act”") on Form N-1AN- 1A, as filed with the Securities and Exchange Commission (“"SEC”") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Portfolio's most recent prospectus (the “"Prospectus”"); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser Subadviser with copies of each of the following documents and will furnish to Sub-adviser Subadviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”"Articles"); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser Subadviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Fund's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “"1933 Act”") on Form N-1A, as filed with the Securities and Exchange Commission (“"SEC”") relating to the Fund Portfolio and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s Portfolio's most recent prospectus (the “"Prospectus”"); (7) A list of affiliated brokers and underwriters for reporting transactions under applicable provisions of the 1940 Act; and (7) 8) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser Subadviser with any further documents, materials or information that Sub-adviser Subadviser may reasonably request to enable it to perform its duties pursuant to this Agreement. Subadviser's obligations with respect to compliance with any document or information contained in this Article VI shall not be deemed effective until three (3) business days after Subadviser's receipt thereof.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”), which shall be in compliance with the disclosure requirements under applicable federal and state laws and regulations relating to the Portfolio; and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall provide Sub-adviser with advance notice of any change in the Portfolio’s investment objectives, policies and restrictions as stated in the Registration Statement or in any procedures and policies adopted by the Fund’s Board and/or Adviser related to the Portfolio. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration of Trust of the Trust, as filed with the State of Massachusetts, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The Trust’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust to its shareholders. Adviser shall furnish will periodically provide to Sub-adviser a list of the affiliates of Adviser or the Fund to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Fund may not invest, together with any further documents, materials or information that ticker symbols for all such companies (Sub-adviser may reasonably request will be entitled to enable it assume that any company name not accompanied by a ticker symbol is not a publicly traded company), and (b) any affiliated brokers and any restrictions that apply to perform its duties pursuant to this Agreementthe use of those brokers by the Fund.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser Adviser, Sub-adviser and Second Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolios and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement. The Adviser agrees not to make any changes with respect to those sections of the prospectus disclosing the investment objective and investment program, including the social criteria, without first consulting with the Sub-adviser except to the extent required by law.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) A. The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) B. The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) C. Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) D. The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) E. The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) F. The FundPortfolio’s most recent prospectus (the “Prospectus”); G. Any proxy statements of the Fund sent to shareholders of the Portfolio for the purpose of voting on matters affecting the Portfolio; and (7) H. Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustFund, as filed with the State of MassachusettsMinnesota, as in effect on the date hereof and as amended from time to time (“Declaration”); (2) The by-laws of the Trust Fund as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Agreement and this Agreement; (4) The TrustFund’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund Portfolio and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Fund under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish provide, or has provided, to the Sub-adviser with any further documents, materials such information or information that documents as the Sub-adviser may shall reasonably request or as required by applicable law or regulation. In particular, Adviser shall provide such assistance to the Sub-adviser in setting up and maintaining brokerage accounts and other accounts as the Sub-adviser shall reasonably request to enable it to perform its duties allow for the purchase or sale of various forms of securities pursuant to this Agreement.

Duties of Adviser. Adviser has furnished Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustCompany, as filed with the State of MassachusettsMaryland, as in effect on the date hereof and as amended from time to time (“Declaration”"Articles"); (2) The by-laws of the Trust Company as in effect on the date hereof and as amended from time to time (“"By-Laws”"); (3) Certified resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Management Agreement and this Agreement; (4) The Trust’s Company's Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “"1933 Act”") on Form N-1A, as filed with the Securities and Exchange Commission (“"SEC”") relating to the Fund and its shares and all amendments thereto (“"Registration Statement”"); (5) The Notification of Registration of the Trust Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s 's most recent prospectus (the “"Prospectus”"); and (7) Copies of reports made by the Trust Fund to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.

Duties of Adviser. A. Adviser has furnished or made available to Sub-adviser with copies of each of the following documents and will furnish to Sub-adviser at its principal office all future amendments and supplements to such documents, if any, as soon as practicable after such documents become available: (1) The Declaration Articles of Trust Incorporation of the TrustCompany, as filed with the State of MassachusettsMaryland, as in effect on the date hereof and as amended from time to time (“DeclarationArticles”); (2) The by-laws of the Trust Company as in effect on the date hereof and as amended from time to time (“By-Laws”); (3) Certified resolutions Resolutions of the Board authorizing the appointment of Adviser and Sub-adviser and approving the form of the Advisory Management Agreement and this Agreement; (4) The TrustCompany’s Registration Statement under the 1940 Act and the Securities Act of 1933, as amended (the “1933 Act”) on Form N-1A, as filed with the Securities and Exchange Commission (“SEC”) relating to the Fund and its shares and all amendments thereto (“Registration Statement”); (5) The Notification of Registration of the Trust Company under the 1940 Act on Form N-8A as filed with the SEC and any amendments thereto; (6) The Fund’s most recent prospectus (the “Prospectus”); and (7) Copies of reports made by the Trust to its shareholders. Adviser shall furnish Sub-adviser with any further documents, materials or information that Sub-adviser may reasonably request to enable it to perform its duties pursuant to this Agreement.;