Common use of Duties of Investment Manager Clause in Contracts

Duties of Investment Manager. The Investment Manager shall furnish the Trust investment management and administrative services. The Trust employs the Investment Manager to manage the investment and reinvestment of the assets of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Trust, to determine in its discretion (where appropriate) the investments to be purchased or sold, to provide the Trust with records concerning the Investment Manager's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Trustees concerning the Investment Manager's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Investment Manager shall not relieve the Investment Manager of its responsibilities under this Agreement. Administrative services provided by the Investment Manager shall include the services and compensation of such members of the Investment Manager's organization as shall be duly elected officers and or trustees of the Trust and such other personnel as shall be necessary to carry out its normal operations; fees of the independent Trustees, the custodian, the independent public accountant and legal counsel (but not legal and audit fees and other costs in contemplation of or arising out of litigation or administrative actions to which the Portfolios, its officers or Trustees are a party or incurred in anticipation of becoming a party); the cost of a transfer and dividend disbursing agent or similar in-house services; bookkeeping; accounting and all other clerical and administrative functions as may be reasonable and necessary to maintain the Trust's records and for it to operate as an open-end management investment company. The Investment Manager will provide the Trust with all physical facilities and personnel required to carry on the business of each class of each series of the Trust's shares that it shall manage, including but not limited to office space, office furniture, fixtures and equipment, office supplies, computer hardware and software and salaried and hourly paid personnel. The Investment Manager may hire other service providers, including its affiliates, to perform these administrative services; provided, however, that the retention of such service providers shall not relieve the Investment Manager of its responsibilities under this Agreement. Exclusive of the management fee, the Trust shall bear the cost of any interest, taxes, dues, fees and other charges of governments and their agencies including the costs of qualifying the Trust's shares for sale in any jurisdiction, brokerage commissions, or any other expenses incurred by it which are not assumed herein by the Investment Manager. All property, equipment and information used by the Investment Manager in the management and administration of the Trust shall belong to the Investment Manager. Should the management and administrative relationship between the Trust and the Investment Manager terminate, the Trust shall be entitled to, and the Investment Manager shall provide the Trust, a copy of all information and records in the Investment Manager's file necessary for the Trust to continue its functions, which shall include computer systems and programs in use as of the date of such termination; but nothing herein shall prohibit thereafter the use of such information, systems or programs by the Investment Manager, so long as such does not unfairly interfere with the continued operation of the Trust. The Investment Manager shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations of the Trust set forth in its Prospectus and Statement of Additional Information, as amended from time to time, and applicable laws and regulations.

Duties of Investment Manager. The Investment Manager shall furnish the Trust investment management and administrative services. The Trust employs the Investment Manager to manage the investment and reinvestment of the assets of the Trust, and to continuously review, supervise and (where appropriate) administer the investment program of the Trust, to determine in its discretion (where appropriate) the investments to be purchased or sold, to provide the Trust with records concerning the Investment Manager's activities which the Trust is required to maintain, and to render regular reports to the Trust's officers and Trustees concerning the Investment Manager's discharge of the foregoing responsibilities. The retention of a sub-adviser by the Investment Manager shall not relieve the Investment Manager of its responsibilities under this Agreement. Administrative services provided by the Investment Manager shall include the services and compensation of such members of the Investment Manager's organization as shall be duly elected officers and or trustees of the Trust and such other personnel as shall be necessary to carry out its normal operations; fees of the independent Trustees, the custodian, the independent public accountant and legal counsel (but not legal and audit fees and other costs in contemplation of or arising out of litigation or administrative actions to which the Portfolios, its officers or Trustees are a party or incurred in anticipation of becoming a party); the cost of a transfer and dividend disbursing agent or similar in-house services; bookkeeping; accounting and all other clerical and administrative functions as may be reasonable and necessary to maintain the Trust's records and for it to operate as an open-end management investment company. The Investment Manager will provide the Trust with all physical facilities and personnel required to carry on the business of each class of each series of the Trust's shares that it shall manage, including but not limited to office space, office furniture, fixtures and equipment, office supplies, computer hardware and software and salaried and hourly paid personnel. The Investment Manager may hire other service providers, including its affiliates, to perform these administrative services; provided, however, that the retention of such service providers shall not relieve the Investment Manager of its responsibilities under this Agreement. Exclusive of the management fee, the Trust shall bear the cost of any interest, taxes, dues, fees and other charges of governments and their agencies including the costs of qualifying the Trust's shares for sale in any jurisdiction, brokerage commissions, or any other expenses incurred by it which are not assumed herein by the Investment Manager. All property, equipment and information used by the Investment Manager in the management and administration of the Trust shall belong to the Investment Manager. Should the management and administrative relationship between the Trust and the Investment Manager terminate, the Trust shall be entitled to, and the Investment Manager shall provide the Trust, a copy of all information and records in the Investment Manager's file necessary for the Trust to continue its functions, which shall include computer systems and programs in use as of the date of such termination; but nothing herein shall prohibit thereafter the use of such information, systems or programs by the Investment Manager, so long as such does not unfairly interfere with the continued operation of the Trust. The Investment Manager shall discharge the foregoing responsibilities subject to the control of the Board of Trustees of the Trust and in compliance with such policies as the Trustees may from time to time establish, and in compliance with the objectives, policies, and limitations of the Trust set forth in its Prospectus and Statement of Additional Information, as amended from time to time, and applicable laws and regulations.paid