Common use of Duties of the Subadvisor Clause in Contracts

Duties of the Subadvisor. (a) Subject to the control and supervision of the Board and the Advisor, the Subadvisor, at its own expense, will make decisions with respect to purchases and sales of securities and other investment assets by the Fund with respect to all or a portion of the Fund's assets allocated to the Subadvisor by the Advisor for investment management purposes. The Subadvisor shall effect purchases and sales of securities and other investment assets in behalf of the Fund consistent with the Fund's investment objective, policies and restrictions. To carry out such decisions, the Subadvisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Subadvisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund. The Subadvisor is also responsible for monitoring significant events that could affect the value of securities held in that portion of the Fund's portfolio it manages and recommending fair value pricing for affected securities in a manner consistent with the Trust's Portfolio Securities Valuation Procedures. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Subadvisor may allocate brokerage on behalf of the Funds to broker-dealers who provide research services. The Subadvisor may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadvisor or its affiliates. Whenever the Subadvisor simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadvisor, the Subadvisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Subadvisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadvisor, and on its own initiative, will furnish the Board from time to time with such information as the Subadvisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Subadvisor will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Subadvisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Subadvisor will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund. (c) The Subadvisor will from time to time employ or associate with such persons as the Subadvisor believes to be particularly fitted to assist in the execution of the Subadvisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Subadvisor. No obligation may be incurred on the Trust's or Advisor's behalf in any such respect. (d) The Subadvisor will report to the Board all material matters related to the Subadvisor. On an annual basis, the Subadvisor shall report on its compliance with its Code to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Subadvisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made to the Subadvisor under the Code. The Subadvisor will notify the Advisor and the Trust of any change of control of the Subadvisor and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Subadvisor, in each case prior to or promptly after such change. (e) The Subadvisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Subadvisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadvisor pursuant to this Agreement required to be prepared and maintained by the Subadvisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the Subadvisor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Subadvisor's normal business hours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Subadvisor to the Advisor and the Trust, or their respective representatives. (f) The Subadvisor will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants' duties. (g) The Subadvisor will provide the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets under the Subadvisor's control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Subadvisor is responsible for assisting in the fair valuation of all Fund assets and will use its reasonable efforts to arrange for the provision of prices from a parties who are not affiliated persons of the Subadvisor for each asset for which the Fund's fund accountant does not obtain prices in the ordinary course of business. (h) The Subadvisor shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. (i) The Subadvisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.

Duties of the Subadvisor. (a) Subject to the control and supervision of the Board and the Advisor, the Subadvisor, at its own expense, will make decisions with respect to purchases and sales of securities and other investment assets by the Fund with respect to all or a portion of the Fund's assets allocated to the Subadvisor by the Advisor for investment management purposes. The Subadvisor shall effect purchases and sales of securities and other investment assets in behalf of the Fund consistent with the Fund's investment objective, policies and restrictions. To carry out such decisions, the Subadvisor is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, at the risk of and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Fund. In all purchases, sales and other transactions in securities and other investments for the Fund, the Subadvisor is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions, including voting of proxies with respect to securities owned by the Fund. The Subadvisor is also responsible for monitoring significant events that could affect the value of securities held in that portion of the Fund's portfolio it manages and recommending fair value pricing for affected securities in a manner consistent with the Trust's Portfolio Securities Valuation Procedures. Consistent with Section 28(e) of the Securities and Exchange Act of 1934, as amended, the Subadvisor may allocate brokerage on behalf of the Funds to broker-dealers who provide research services. The Subadvisor may aggregate sales and purchase orders of the assets of the Fund with similar orders being made simultaneously for other accounts advised by the Subadvisor or its affiliates. Whenever the Subadvisor simultaneously places orders to purchase or sell the same asset on behalf of the Fund and one or more other accounts advised by the Subadvisor, the Subadvisor will allocate the order as to price and amount among all such accounts in a manner believed to be equitable over time to each account. (b) The Subadvisor will report to the Board at each meeting thereof as requested by the Advisor or the Board all material changes in the Fund since the prior report, and will also keep the Board informed of important developments affecting the Trust, the Fund and the Subadvisor, and on its own initiative, will furnish the Board from time to time with such information as the Subadvisor may believe appropriate for this purpose, whether concerning the individual companies whose securities are included in the Fund's holdings, the industries in which they engage, the economic, social or political conditions prevailing in each country in which the Fund maintains investments, or otherwise. The Subadvisor will also furnish the Board with such statistical and analytical information with respect to investments of the Fund as the Subadvisor may believe appropriate or as the Board reasonably may request. In making purchases and sales of securities and other investment assets for the Fund, the Subadvisor will bear in mind the policies set from time to time by the Board as well as the limitations imposed by the Organic Documents and Registration Statement, the limitations in the 1940 Act, the Securities Act, the Internal Revenue Code of 1986, as amended, and other applicable laws and the investment objectives, policies and restrictions of the Fund. (c) The Subadvisor will from time to time employ or associate with such persons as the Subadvisor believes to be particularly fitted to assist in the execution of the Subadvisor's duties hereunder, the cost of performance of such duties to be borne and paid by the Subadvisor. No obligation may be incurred on the Trust's or Advisor's behalf in any such respect. (d) The Subadvisor will report to the Board all material matters related to the Subadvisor. On an annual basis, the Subadvisor shall report on its compliance with its Code to the Advisor and to the Board and upon the written request of the Advisor or the Trust, the Subadvisor shall permit the Advisor and the Trust, or their respective representatives to examine the reports required to be made to the Subadvisor Sub advisor under the Code. The Subadvisor will notify the Advisor and the Trust of any change of control of the Subadvisor and any changes in the key personnel who are either the portfolio manager(s) of the Fund or senior management of the Subadvisor, in each case prior to or promptly after such change. (e) The Subadvisor will maintain records relating to its portfolio transactions and placing and allocation of brokerage orders as are required to be maintained by the Trust under the 1940 Act. The Subadvisor shall prepare and maintain, or cause to be prepared and maintained, in such form, for such periods and in such locations as may be required by applicable law, all documents and records relating to the services provided by the Subadvisor pursuant to this Agreement required to be prepared and maintained by the Subadvisor or the Trust pursuant to applicable law. To the extent required by law, the books and records pertaining to the Trust, which are in possession of the SubadvisorSubadivsor, shall be the property of the Trust. The Advisor and the Trust, or their respective representatives, shall have access to such books and records at all times during the Subadvisor's normal business hours. Upon the reasonable request of the Advisor or the Trust, copies of any such books and records shall be provided promptly by the Subadvisor to the Advisor and the Trust, or their respective representatives. (f) The Subadvisor will cooperate with the Fund's independent public accountants and shall take reasonable action to make all necessary information available to the accountants for the performance of the accountants' duties. (g) The Subadvisor will provide the Fund's custodian and fund accountant on each business day with such information relating to all transactions concerning the Fund's assets under the Subadvisor's control as the custodian and fund accountant may reasonably require. In accordance with procedures adopted by the Board, the Subadvisor is responsible for assisting in the fair valuation of all Fund assets and will use its reasonable efforts to arrange for the provision of prices from a [A] parties who are not affiliated persons of the Subadvisor for each asset for which the Fund's fund accountant does not obtain prices in the ordinary course of business. (h) The Subadvisor shall authorize and permit any of its directors, officers and employees who may be elected as Trustees or officers of the Trust to serve in the capacities in which they are elected. (i) The Subadvisor shall have no duties or obligations pursuant to this Agreement (other than the continuation of its preexisting duties and obligations) during any period in which the Fund invests all (or substantially all) of its investment assets in a registered, open-end management investment company, or separate series thereof, in accordance with Section 12(d)(1)(E) under the 1940 Act.