Common use of Duties of Subadviser Clause in Contracts

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, subject at all times to the supervision of the Adviser and the Trustees of the Fund: (a) to direct the purchase, subscription or other acquisition, and the sale, redemption, and exchange of investments, subject to the duty -to render to the Trustees of the Fund and the Adviser written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided the Subadviser shall have no authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that any specific or general directions which the Trustees of the Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated herein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and provided further that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) above. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the Prospectus and Statement of Additional Information for the Fund, and with any applicable procedures adopted by the Trustees in writing and made available to Subadviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated investments. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the Fund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat becomes untrue in any material respect. The Adviser shall likewise immediately notify the Subadviser if it becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser.

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, ; subject at all times to the supervision of the Adviser and the Trustees of the Fund: (a) to direct the purchase, subscription or other acquisition, acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty -to to render to the Trustees of the Fund Fund, the Adviser and the Adviser Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no other authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that any specific or general directions which the Trustees of the Fund Fund, or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated hereintherein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct request the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents executing will execute such trades on a "best execution basis", i.e. at the best overall terms available, taking into consideration factors the Subadviser deems relevant including, without limitation, the price and/or with of the security, research or other services which render that broker's services the most appropriate for the Subadviser's needs, the financial condition and further that the Subadviser is satisfied that the dealing and execution quality capability of such brokers are satisfactory to the Subadviserbroker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis; and provided further that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) aboveof this provision. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the current Prospectus and Statement of Additional Information for the FundFund supplied to the Subadviser by the Adviser, and with any applicable procedures adopted by the Trustees in writing and made available supplied to Subadviserthe Subadviser by the Adviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and ; (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements;. (b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated investmentsstrategies. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; ; (c) make available to the Fund's administrator, Northstar Administrators Corporation Corp. (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat that becomes untrue in any material respect. The Adviser Fund, Adviser, Administrator, and their Affiliates shall likewise immediately notify the Subadviser if it any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser).

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, subject at all times to the supervision of the Adviser and the Trustees of the Fund: (a) to direct the purchase, subscription or other acquisition, and the sale, redemption, and exchange of investments, subject to the duty -to to render to the Trustees of the Fund and the Adviser written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided the Subadviser shall have no authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that PROVIDED THAT any specific or general directions which the Trustees of the Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated herein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and provided further PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) above. The Subadviser further agrees that, in performing its duties hereunder, it will: (ia) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the Prospectus and Statement of Additional Information for the Fund, and with any applicable procedures adopted by the Trustees in writing and made available to Subadviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated investments. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the Fund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Funds Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat that becomes untrue in any material respect. The Adviser shall likewise immediately notify the Subadviser if it becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser.

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those constituting the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, ; subject at all times to the supervision of the Adviser and the Trustees of the Fund, including, without limitation: (a) to direct the purchase, subscription or other acquisition, acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty -to to render to the Trustees of the Fund Fund, the Adviser and the Adviser Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no other authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that any specific or general directions which the Trustees of the Fund Fund, or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated hereintherein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct request the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents executing such trades on a "will provide best execution basis"execution, i.e. at taking into consideration factors the best Subadviser deems relevant including, without limitation, the price and/or with of the security, research or other services which render that broker's services the most appropriate for the Subadviser's needs, the financial condition and further that the Subadviser is satisfied that the dealing and execution quality capability of such brokers are satisfactory to the Subadviserbroker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis; and provided further that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) aboveof this provision; provided however that nothing herein shall constitute the Subadviser as an agent of the Adviser or the Adviser as a guarantor of the performance of the Subadviser, or otherwise make the Adviser responsible for the actions of the Subadviser. The Subadviser further agrees that, in performing its duties hereunder, it will: (a) (i) comply in all material respects with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the current Prospectus and Statement of Additional Information for the FundFund supplied to the Subadviser by the Adviser, and with any applicable procedures adopted by the Trustees in writing and made available supplied to Subadviserthe Subadviser by the Adviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, ; and (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated investmentsstrategies. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the Fund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Adviser or the Trustees with such periodic and special reports regarding the Fund as they may reasonably request;; and (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat that becomes untrue in any material respect. The Adviser Fund, Adviser, Administrator, and their affiliates shall likewise immediately notify the Subadviser if it any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser).

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, ; subject at all times time to the supervision of the Adviser and the Trustees of the FundTrust: (a) to direct the purchase, subscription or other acquisition, acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty -to to render to the Trustees of the Fund Trust, the Adviser and the Adviser Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that PROVIDED THAT any specific or general directions which the Trustees of the Fund Trust, or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated hereintherein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and provided further PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) aboveof this provision. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the Prospectus and Statement of Additional Information for the Fund, and with any applicable procedures adopted by the Trustees in writing and made available to Subadviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and ; (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements;. (b) furnish to the Fund Trust whatever non-proprietary reports the Fund it may reasonably request with respect to the Fund's assets or contemplated investments. In addition, the Subadviser will keep the Fund Trust and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund Trust from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the Fund's administrator, Northstar Administrators Corporation Corp. (the "Administrator"), the Adviser, and the FundTrust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund Trust in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund Trust in the event that the Subadviser or any of its affiliates affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund Trust and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the FundTrust's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat that becomes untrue in any material respect. The Adviser Trust, the Fund, Adviser, Administrator and their affiliates shall likewise immediately notify the Subadviser if it becomes any of them become aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser).

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those the assets of the Fund Portfolio with power on behalf of and in the name of the Fund Portfolio at Subadviser's discretion, ; subject at all times to the supervision of the Adviser and the Trustees of the FundTrust: (a) to direct the purchase, subscription or other acquisition, acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty -to to render to the Trustees of the Fund Trust, the Adviser and the Adviser Custodian written reports of the composition of the portfolio of the Fund Portfolio as often as the Adviser or the Trustees of the Fund Trust shall reasonably require; (b) to make all decisions relating to the manner, method, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the FundPortfolio, provided that the Subadviser shall have no other authority to direct the transfer of the FundPortfolio's funds or assets to itself or other affiliated persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the FundPortfolio's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that PROVIDED THAT any specific or general directions which the Trustees of the Fund Trust, or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated hereintherein, override the general authority given by this provision to the extent that the Trustees of the Fund Trust may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct request the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents executing will execute such trades on a "best execution basis", i.e. at the best overall terms available, taking into consideration factors the Subadviser deems relevant including, without limitation, the price and/or with of the security, research or other services which render that broker's services the most appropriate for the Subadviser's needs, the financial condition and further that the Subadviser is satisfied that the dealing and execution quality capability of such brokers are satisfactory to the Subadviserbroker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis; and provided further PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund Portfolio to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) aboveof this provision. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the current Prospectus and Statement of Additional Information for the FundPortfolio supplied to the Subadviser by the Adviser, and with any applicable procedures adopted by the Trustees in writing and made available supplied to Subadviserthe Subadviser by the Adviser; (ii) manage the Fund Portfolio in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and ; (iii) direct the placement of orders pursuant to its investment determinations for the Fund Portfolio directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the FundPortfolio's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements;. (b) furnish to the Fund Portfolio whatever non-proprietary reports the Fund Portfolio may reasonably request with respect to the FundPortfolio's assets or contemplated investmentsstrategies. In addition, the Subadviser will keep the Fund Portfolio and the Trustees informed of developments materially affecting the FundPortfolio's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund Portfolio from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the FundPortfolio's administrator, Northstar Administrators Corporation Corp. (the "Administrator"), the Adviser, and the FundPortfolio, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund Portfolio as may be required to assist the Adviser, the Administrator and the Fund Portfolio in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund Portfolio as they may reasonably request; (d) immediately notify the Adviser and the Fund Portfolio in the event that the Subadviser or any of its affiliates affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund Portfolio and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the FundTrust's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat that becomes untrue in any material respect. The Adviser Portfolio, Adviser, Administrator, and their Affiliates shall likewise immediately notify the Subadviser if it any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser).

Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments comprising those the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion, ; subject at all times to the supervision of the Adviser and the Trustees of the Fund: (a) to direct the purchase, subscription or other acquisition, acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty -to to render to the Trustees of the Fund Fund, the Adviser and the Adviser Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that PROVIDED THAT any specific or general directions which the Trustees of the Fund Fund, or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated hereintherein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to such brokers or agents executing such trades on a "best execution basis", i.e. at the best price and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the Subadviser is satisfied that the dealing and execution quality of such brokers are satisfactory to the Subadviser; and provided further PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) aboveof this provision. The Subadviser further agrees that, in performing its duties hereunder, it will: (i) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the Prospectus and Statement of Additional Information for the Fund, and with any applicable procedures adopted by the Trustees in writing and made available to Subadviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder, and ; (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements;. (b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated investments. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the Fund's administrator, Northstar Administrators Corporation Corp. (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware mat that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein respecting or relating to the Subadviser mat that becomes untrue in any material respect. The Adviser Fund, Adviser, Administrator, and their Affiliates shall likewise immediately notify the Subadviser if it any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser).