Common use of Investment Advisory Duties Clause in Contracts

Investment Advisory Duties. Subject to the supervision of the Trustees and the Advisor, the Sub-Advisor will, in coordination with the Advisor as described below, (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund. The Sub-Advisor will provide the Advisor with a list of any potential investments not already on the then-current list of Environmentally Qualified Investments, as defined below. The Advisor will then evaluate those potential investments using applicable environmental screens and other criteria used by the Advisor or required by the Sierra Club for the purpose of preliminarily determining which investments the Advisor believes are acceptable. The Advisor will then submit those preliminary investments to the Sierra Club to review and approve or reject based on the Sierra Club’s application of its proprietary environmental screens and criteria. The investments that pass the Advisor’s and the Sierra Club’s environmental screening for use by the Sub-Advisor are referred to as “Environmentally Qualified Investments.” In performing its sub-advisory responsibilities under this Agreement for the Fund, the Sub-Advisor agrees to manage the Fund’s investments according to the Fund’s investment objectives, policies and limitations as stated in the Fund’s Prospectus and Statement of Additional Information included as part of the Fund’s then-current Registration Statement filed with the Securities and Exchange Commission, as it may be amended from time to time (the “Registration Statement”). The Sub-Advisor agrees to select among only those investments contained on the then-current list of Environmentally Qualified Investments, or investments that are government securities (within the meaning of Section 2(a)(16) of the 1940 Act, “Government Securities”). The Advisor agrees to make available to the Sub-Advisor an updated list of Environmentally Qualified Investments, which may be revised from time to time, promptly after the list is revised. Notwithstanding anything to the contrary in this paragraph, the Sub-Advisor will submit to the Advisor for consideration or purchase only those potential investments that the Sub-Advisor reasonably believes in good faith are not environmentally offensive. In performing its investment management services to the Fund under the terms of this Agreement, the Sub-Advisor will provide the Fund with ongoing investment guidance and policy direction. The Sub-Advisor further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, copies of which shall be provided to the Sub-Advisor by the Advisor promptly after adoption by the Trustees; (b) use reasonable efforts to manage the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s then-current Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Fund and provided in writing to the Sub-Advisor; (d) furnish to the Trust and the Advisor whatever statistical information and other reports the Trust or the Advisor may reasonably request with respect to the Fund’s assets or contemplated investments. In addition, the Sub-Advisor will keep the Advisor informed of developments that, in the Sub-Advisor’s reasonable judgment, materially affect the Fund’s portfolios and shall, on the Sub-Advisor’s own initiative, furnish to the Advisor from time to time whatever information the Sub-Advisor believes appropriate for this purpose; (e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request and at the reasonable expense of the Trust, such copies of their investment records and ledgers with respect to the Fund as may be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet quarterly with the Advisor and the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Advisor and the Trust if the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment adviser pursuant to this Sub-Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (h) immediately notify the Advisor if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, the termination or failure to renew advisory contracts within any six-month period with the Sub-Advisor with respect to 20% or more of its assets under management, or the departure of senior investment professionals involved in the Sub-Advisor’s investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; and (i) in making investment decisions for the Fund, not knowingly use material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Advisor seek to obtain any such information.

Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below, (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund. The Sub-Advisor Adviser will provide the Advisor Adviser with a list of any potential investments not already on the then-current list of Environmentally Qualified Investments, as defined below. The Advisor Adviser will then evaluate those potential investments using applicable environmental screens and other criteria used by the Advisor Adviser or required by the Sierra Club for the purpose of preliminarily determining which investments the Advisor Adviser believes are acceptable. The Advisor Adviser will then submit those preliminary investments to the Sierra Club to review and approve or reject based on the Sierra Club’s application of its proprietary environmental screens and criteria. The investments that pass the AdvisorAdviser’s and the Sierra Club’s environmental screening for use by the Sub-Advisor Adviser are referred to as “Environmentally Qualified Investments.” In performing its sub-advisory responsibilities under this Agreement for the Fund, the Sub-Advisor Adviser agrees to manage the Fund’s investments according to the Fund’s investment objectives, policies and limitations as stated in the Fund’s Prospectus and Statement of Additional Information included as part of the Fund’s then-current Registration Statement filed with the Securities and Exchange Commission, as it may be amended from time to time (the “Registration Statement”). The Sub-Advisor Adviser agrees to select among only those investments contained on the then-current list of Environmentally Qualified Investments, or investments that are government securities (within the meaning of Section 2(a)(16) of the 1940 Act, “Government Securities”). The Advisor Adviser agrees to make available to the Sub-Advisor Adviser an updated list of Environmentally Qualified Investments, which may be revised from time to time, promptly after the list is revised. Notwithstanding anything to the contrary in this paragraph, the Sub-Advisor Adviser will submit to the Advisor Adviser for consideration or purchase only those potential investments that the Sub-Advisor Adviser reasonably believes in good faith are not environmentally offensive. In performing its investment management services to the Fund under the terms of this Agreement, the Sub-Advisor Adviser will provide the Fund with ongoing investment guidance and policy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, copies of which shall be provided to the Sub-Advisor Adviser by the Advisor Adviser promptly after adoption by the Trustees; (b) use reasonable efforts to manage the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s then-current Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Fund and provided in writing to the Sub-AdvisorAdviser; (d) furnish to the Trust and the Advisor Adviser whatever statistical information and other reports the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s assets or contemplated investments. In addition, the Sub-Advisor Adviser will keep the Advisor Adviser informed of developments that, in the Sub-AdvisorAdviser’s reasonable judgment, materially affect the Fund’s portfolios and shall, on the Sub-AdvisorAdviser’s own initiative, furnish to the Advisor Adviser from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose; (e) make available to the Fund’s administrator (the “Administrator”), the Advisor Adviser and the Trust, promptly upon their request and at the reasonable expense of the Trust, such copies of their investment records and ledgers with respect to the Fund as may be required to assist the AdvisorAdviser, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the Trustees, the Administrator, the Advisor Adviser and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet quarterly with the Advisor Adviser and the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the Trust; (g) immediately notify the Advisor Adviser and the Trust if the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment adviser pursuant to this Sub-Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor Adviser further agrees to notify the Trust and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (h) immediately notify the Advisor Adviser if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, the termination or failure to renew advisory contracts within any six-month period with the Sub-Advisor Adviser with respect to 20% or more of its assets under management, or the departure of senior investment professionals involved in the Sub-AdvisorAdviser’s investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; and (i) in making investment decisions for the Fund, not knowingly use material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Advisor Adviser seek to obtain any such information.

Investment Advisory Duties. Subject to the supervision of the Trustees Directors and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below, (a) provide a program of continuous investment management for the FundFunds; (b) make investment decisions for the FundFunds; and (c) place orders to purchase and sell securities for the FundFunds. The Sub-Advisor Adviser will provide the Advisor Adviser with a list of any potential investments not already on the then-current list of Environmentally Qualified Investments, as defined below. The Advisor Adviser will then evaluate those potential investments using applicable environmental screens and other criteria used by the Advisor Adviser or required by the Sierra Club for the purpose of preliminarily determining which investments the Advisor Adviser believes are acceptable. The Advisor Adviser will then submit those preliminary investments to the Sierra Club to review and approve or reject based on the Sierra Club’s 's application of its proprietary environmental screens and criteria. The investments that pass the Advisor’s Adviser's and the Sierra Club’s 's environmental screening for use by the Sub-Advisor Adviser are referred to as “"Environmentally Qualified Investments.” " In performing its sub-advisory responsibilities under this Agreement for the each Fund, the Sub-Advisor Adviser agrees to manage the each Fund’s 's investments according to the Fund’s 's investment objectives, policies and limitations as stated in the Fund’s 's Prospectus and Statement of Additional Information included as part of the Fund’s 's then-current Registration Statement filed with the Securities and Exchange Commission, as it may be amended from time to time (the “"Registration Statement”"). The Sub-Advisor Adviser agrees to select among only those investments contained on the then-current list of Environmentally Qualified Investments, or investments that are government securities (within the meaning of Section 2(a)(16) of the 1940 Act, “"Government Securities”"). The Advisor Adviser agrees to make available to the Sub-Advisor Adviser an updated list of Environmentally Qualified Investments, which may be revised from time to time, promptly after the list is revised. Notwithstanding anything to the contrary in this paragraph, the Sub-Advisor Adviser will submit to the Advisor Adviser for consideration or purchase only those potential investments that the Sub-Advisor Adviser reasonably believes in good faith are not environmentally offensive. In performing its investment management services to the Fund Funds under the terms of this Agreement, the Sub-Advisor Adviser will provide the Fund Funds with ongoing investment guidance and policy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will: : (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the U.S. Internal Revenue Code of 1986, as amended (the “"Code”") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, copies of which shall be provided to the Sub-Advisor Adviser by the Advisor Adviser promptly after adoption by the TrusteesDirectors; (b) use reasonable efforts to manage the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s then-current Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Fund and provided in writing to the Sub-Advisor; (d) furnish to the Trust and the Advisor whatever statistical information and other reports the Trust or the Advisor may reasonably request with respect to the Fund’s assets or contemplated investments. In addition, the Sub-Advisor will keep the Advisor informed of developments that, in the Sub-Advisor’s reasonable judgment, materially affect the Fund’s portfolios and shall, on the Sub-Advisor’s own initiative, furnish to the Advisor from time to time whatever information the Sub-Advisor believes appropriate for this purpose; (e) make available to the Fund’s administrator (the “Administrator”), the Advisor and the Trust, promptly upon their request and at the reasonable expense of the Trust, such copies of their investment records and ledgers with respect to the Fund as may be required to assist the Advisor, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet quarterly with the Advisor and the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Advisor and the Trust if the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment adviser pursuant to this Sub-Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (h) immediately notify the Advisor if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, the termination or failure to renew advisory contracts within any six-month period with the Sub-Advisor with respect to 20% or more of its assets under management, or the departure of senior investment professionals involved in the Sub-Advisor’s investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; and (i) in making investment decisions for the Fund, not knowingly use material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Advisor seek to obtain any such information.

Investment Advisory Duties. Subject to the supervision of the Trustees and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below, (a) provide a program of continuous investment management for the FundFunds; (b) make investment decisions for the FundFunds; and (c) place orders to purchase and sell securities for the FundFunds. The Adviser will provide Sub-Advisor will provide the Advisor Adviser with a list of any potential investments not already on the then-current list of Environmentally Qualified Investments, as defined below. The Advisor will then evaluate those potential investments using applicable environmental screens and other criteria used by the Advisor or required by the Sierra Club for the purpose of preliminarily determining which investments the Advisor believes are acceptable. The Advisor will then submit those preliminary investments to the Sierra Club to review and approve or reject based on the Sierra Club’s application of its proprietary environmental screens and criteria. The investments that pass the Advisor’s and the Sierra Club’s environmental screening for use by the Sub-Advisor are referred to as (“Environmentally Qualified Investments.” In performing its sub-advisory responsibilities under this Agreement for ”) which fulfill the Fund, the Sub-Advisor agrees to manage the Fund’s investments according to the Fund’s Funds’ investment objectives, policies and limitations as stated in the Fund’s Funds’ Prospectus and Statement of Additional Information included as part of the Fund’s then-current Funds’ Registration Statement filed with the Securities and Exchange Commission, as it they may be amended from time to time (the “Registration Statement”)time. The Sub-Advisor agrees to select among only those investments All such purchases shall be either of securities contained on the then-current list of Environmentally Qualified Investments, securities or investments of securities that are government securities (within the meaning of Section 2(a)(16) of the 1940 Act, “Government Securities.”). The Advisor agrees to make available to ) Adviser will update the list periodically, and Sub-Advisor an updated list of Environmentally Qualified Investments, which may be revised Adviser will rely on and select investments from time to time, promptly after the list is revised. Notwithstanding anything to the contrary in this paragraph, the Sub-Advisor will submit to the Advisor for consideration or purchase only those potential investments that the Sub-Advisor reasonably believes in good faith are not environmentally offensivelist. In performing its investment management services to the Fund Funds under the terms of this Agreement, the Sub-Advisor Adviser will provide the Fund Funds with ongoing investment guidance and policy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the U.S. Internal Revenue Code of 1986, as amended (the “Code”) and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the Trustees, as they may be amended from time to time, copies of which shall be provided to the Sub-Advisor Adviser by the Advisor promptly after adoption by the TrusteesAdviser; (b) use reasonable efforts to manage the Fund Funds so that it they will qualify, and continue to qualify, as a regulated investment company companies under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the FundFunds, in accordance with applicable policies expressed in the Fund’s then-current Prospectus Funds’ Prospectuses and/or Statement of Additional Information, Information established through written guidelines determined by the Fund and provided in writing to the Sub-AdvisorAdviser by the Adviser, and in accordance with applicable legal requirements; (d) furnish to the Trust and the Advisor whatever Adviser statistical information and other reports the Trust or the Advisor Adviser may reasonably request with respect to the Fund’s assets or contemplated investmentsFunds’ assets. In addition, the Sub-Advisor Adviser will keep the Advisor Trust, the Adviser and the Trustees informed of developments that, in which the Sub-Advisor’s reasonable judgment, Adviser reasonably believes will materially affect the Fund’s portfolios and shall, on the Sub-Advisor’s own initiative, furnish to the Advisor from time to time whatever information the Sub-Advisor believes appropriate for this purposeFunds’ portfolio; (e) make available to the Fund’s Funds’ administrator (the “Administrator”), ) the Advisor Adviser and the Trust, promptly upon their request and at the reasonable expense of the Trustrequest, such copies of their its investment records and ledgers with respect to the Fund Funds as may be required to assist the AdvisorAdviser, the Administrator and the Trust in their compliance with applicable laws and regulations. The Sub-Advisor will furnish the Trustees, the Administrator, the Advisor and the Trust with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet quarterly with the Advisor and the Trust’s Board of Trustees to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor and/or the Trust; (g) immediately notify the Advisor and the Trust if the Sub-Advisor or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor from serving as an investment adviser pursuant to this Sub-Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“SEC”) or other regulatory authority. The Sub-Advisor further agrees to notify the Trust and the Advisor immediately of any material fact known to the Sub-Advisor respecting or relating to the Sub-Advisor that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (h) immediately notify the Advisor if the Sub-Advisor suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “material adverse change” shall include, but is not limited to, the termination or failure to renew advisory contracts within any six-month period with the Sub-Advisor with respect to 20% or more of its assets under management, or the departure of senior investment professionals involved in the Sub-Advisor’s investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; and (i) in making investment decisions for the Fund, not knowingly use material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Advisor seek to obtain any such information.

Investment Advisory Duties. Subject to the supervision of the Trustees Directors and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below, (a) provide a program of continuous investment management for the Fund; (b) make investment decisions for the Fund; and (c) place orders to purchase and sell securities for the Fund. The Sub-Advisor Adviser will provide the Advisor Adviser with a list of any potential investments not already on the then-current list of Environmentally Qualified Investments, as defined below. The Advisor Adviser will then evaluate those potential investments using applicable environmental screens and other criteria used by the Advisor Adviser or required by the Sierra Club for the purpose of preliminarily determining which investments the Advisor Adviser believes are acceptable. The Advisor Adviser will then submit those preliminary investments to the Sierra Club to review and approve or reject based on the Sierra Club’s 's application of its proprietary environmental screens and criteria. The investments that pass the Advisor’s Adviser's and the Sierra Club’s 's environmental screening for use by the Sub-Advisor Adviser are referred to as “"Environmentally Qualified Investments.” " In performing its sub-advisory responsibilities under this Agreement for the Fund, the Sub-Advisor Adviser agrees to manage the Fund’s 's investments according to the Fund’s 's investment objectives, policies and limitations as stated in the Fund’s 's Prospectus and Statement of Additional Information included as part of the Fund’s 's then-current Registration Statement filed with the Securities and Exchange Commission, as it may be amended from time to time (the “"Registration Statement”"). The Sub-Advisor Sub- Adviser agrees to select among only those investments contained on the then-current list of Environmentally Qualified Investments, or investments that are government securities (within the meaning of Section 2(a)(16) of the 1940 Act, “"Government Securities”"). The Advisor Adviser agrees to make available to the Sub-Advisor Adviser an updated list of Environmentally Qualified Investments, which may be revised from time to time, promptly after the list is revised. Notwithstanding anything to the contrary in this paragraph, the Sub-Advisor Adviser will submit to the Advisor Adviser for consideration or purchase only those potential investments that the Sub-Advisor Adviser reasonably believes in good faith are not environmentally offensive. In performing its investment management services to the Fund under the terms of this Agreement, the Sub-Advisor Adviser will provide the Fund with ongoing investment guidance and policy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the U.S. Internal Revenue Code of 1986, as amended (the “"Code”") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, copies of which shall be provided to the Sub-Advisor Adviser by the Advisor Adviser promptly after adoption by the TrusteesDirectors; (b) use reasonable efforts to manage the Fund so that it will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the Fund, in accordance with applicable policies expressed in the Fund’s 's then-current Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Fund and provided in writing to the Sub-AdvisorAdviser; (d) furnish to the Trust Company and the Advisor Adviser whatever statistical information and other reports the Trust Company or the Advisor Adviser may reasonably request with respect to the Fund’s 's assets or contemplated investments. In addition, the Sub-Advisor Adviser will keep the Advisor Adviser informed of developments that, in the Sub-Advisor’s Adviser's reasonable judgment, materially affect the Fund’s 's portfolios and shall, on the Sub-Advisor’s Adviser's own initiative, furnish to the Advisor Adviser from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose; (e) make available to the Fund’s administrator 's administrator, PFPC Inc. (the “"Administrator”"), the Advisor Adviser and the TrustCompany, promptly upon their request and at the reasonable expense of the TrustCompany, such copies of their investment records and ledgers with respect to the Fund as may be required to assist the AdvisorAdviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-Advisor Sub- Adviser will furnish the TrusteesDirectors, the Administrator, the Advisor Adviser and the Trust Company with such periodic and special reports regarding the Fund as they may reasonably request; (f) meet quarterly with the Advisor Adviser and the Trust’s Company's Board of Trustees Directors to explain its investment management activities, and any reports related to the Fund as may reasonably be requested by the Advisor Adviser and/or the TrustCompany; (g) immediately notify the Advisor Adviser and the Trust Company if the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment adviser pursuant to this Sub-Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“"SEC”") or other regulatory authority. The Sub-Advisor Adviser further agrees to notify the Trust Company and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (h) immediately notify the Advisor Adviser if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the Fund. For the purposes of this paragraph, a “"material adverse change” " shall include, but is not limited to, the termination or failure to renew advisory contracts within any six-month period with the Sub-Advisor Adviser with respect to 20% or more of its assets under management, or the departure of senior investment professionals involved in the Sub-Advisor’s Sub- Adviser's investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; and (i) in making investment decisions for the Fund, not knowingly use material non-public information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Advisor Adviser seek to obtain any such information.

Investment Advisory Duties. Subject to the supervision of the Trustees Directors and the AdvisorAdviser, the Sub-Advisor Adviser will, in coordination with the Advisor Adviser as described below, (a) provide a program of continuous investment management for the FundFunds; (b) make investment decisions for the FundFunds; and (c) place orders to purchase and sell securities for the FundFunds. The Sub-Advisor Adviser will provide the Advisor Adviser with a list of any potential investments not already on the then-current list of Environmentally Qualified Investments, as defined below. The Advisor Adviser will then evaluate those potential investments using applicable environmental screens and other criteria used by the Advisor Adviser or required by the Sierra Club for the purpose of preliminarily determining which investments the Advisor Adviser believes are acceptable. The Advisor Adviser will then submit those preliminary investments to the Sierra Club to review and approve or reject based on the Sierra Club’s 's application of its proprietary environmental screens and criteria. The investments that pass the Advisor’s Adviser's and the Sierra Club’s 's environmental screening for use by the Sub-Advisor Adviser are referred to as “"Environmentally Qualified Investments.” " In performing its sub-advisory responsibilities under this Agreement for the each Fund, the Sub-Advisor Adviser agrees to manage the each Fund’s 's investments according to the Fund’s 's investment objectives, policies and limitations as stated in the Fund’s 's Prospectus and Statement of Additional Information included as part of the Fund’s 's then-current Registration Statement filed with the Securities and Exchange Commission, as it may be amended from time to time (the “"Registration Statement”"). The Sub-Advisor Adviser agrees to select among only those investments contained on the then-current list of Environmentally Qualified Investments, or investments that are government securities (within the meaning of Section 2(a)(16) of the 1940 Act, “"Government Securities”"). The Advisor Adviser agrees to make available to the Sub-Advisor Adviser an updated list of Environmentally Qualified Investments, which may be revised from time to time, promptly after the list is revised. Notwithstanding anything to the contrary in this paragraph, the Sub-Advisor Adviser will submit to the Advisor Adviser for consideration or purchase only those potential investments that the Sub-Advisor Adviser reasonably believes in good faith are not environmentally offensive. In performing its investment management services to the Fund Funds under the terms of this Agreement, the Sub-Advisor Adviser will provide the Fund Funds with ongoing investment guidance and policy direction. The Sub-Advisor Adviser further agrees that, in performing its duties hereunder, it will: (a) comply with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the U.S. Internal Revenue Code of 1986, as amended (the “"Code”") and all other applicable federal and state laws and regulations, and with any applicable procedures adopted by the TrusteesDirectors, as they may be amended from time to time, copies of which shall be provided to the Sub-Advisor Adviser by the Advisor Adviser promptly after adoption by the TrusteesDirectors; (b) use reasonable efforts to manage the Fund Funds so that it they will qualify, and continue to qualify, as a regulated investment company under Subchapter M of the Code and regulations issued thereunder; provided, however, the Sub-Advisor Adviser shall not be responsible for the tax effect or decisions made by any other person; (c) place orders pursuant to its investment determinations for the FundFunds, in accordance with applicable policies expressed in the Fund’s Funds' then-current Prospectus and/or Statement of Additional Information, established through written guidelines determined by the Fund Funds and provided in writing to the Sub-AdvisorAdviser; (d) furnish to the Trust Company and the Advisor Adviser whatever statistical information and other reports the Trust Company or the Advisor Adviser may reasonably request with respect to the Fund’s Funds' assets or contemplated investments. In addition, the Sub-Advisor Adviser will keep the Advisor Adviser informed of developments that, in the Sub-Advisor’s Adviser's reasonable judgment, materially affect the Fund’s Funds' portfolios and shall, on the Sub-Advisor’s Adviser's own initiative, furnish to the Advisor Adviser from time to time whatever information the Sub-Advisor Adviser believes appropriate for this purpose; (e) make available to the Fund’s administrator Funds' administrator, PFPC Inc. (the “"Administrator”"), the Advisor Adviser and the TrustCompany, promptly upon their request and at the reasonable expense of the TrustCompany, such copies of their investment records and ledgers with respect to the Fund Funds as may be required to assist the AdvisorAdviser, the Administrator and the Trust Company in their compliance with applicable laws and regulations. The Sub-Advisor Adviser will furnish the TrusteesDirectors, the Administrator, the Advisor Adviser and the Trust Company with such periodic and special reports regarding the Fund Funds as they may reasonably request; (f) meet quarterly with the Advisor Adviser and the Trust’s Company's Board of Trustees Directors to explain its investment management activities, and any reports related to the Fund Funds as may reasonably be requested by the Advisor Adviser and/or the TrustCompany; (g) immediately notify the Advisor Adviser and the Trust Company if the Sub-Advisor Adviser or any of its affiliates: (1) becomes aware that it is subject to a statutory disqualification that prevents the Sub-Advisor Adviser from serving as an investment adviser pursuant to this Sub-Advisory Agreement; or (2) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission (“"SEC”") or other regulatory authority. The Sub-Advisor Adviser further agrees to notify the Trust Company and the Advisor Adviser immediately of any material fact known to the Sub-Advisor Adviser respecting or relating to the Sub-Advisor Adviser that is not contained in the Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect; (h) immediately notify the Advisor Adviser if the Sub-Advisor Adviser suffers a material adverse change in its business that would materially impair its ability to perform its relevant duties for the FundFunds. For the purposes of this paragraph, a “"material adverse change” " shall include, but is not limited to, the termination or failure to renew advisory contracts within any six-month period with the Sub-Advisor Adviser with respect to 20% or more of its assets under management, or the departure of senior investment professionals involved in the Sub-Advisor’s Adviser's investment management activities under this Agreement to the extent such professionals are not replaced promptly with professionals of comparable experience and quality; and (i) in making investment decisions for the FundFunds, not knowingly use material non-public inside information that may be in its possession or in the possession of any of its affiliates, nor will the Sub-Advisor Adviser seek to obtain any such information.