Common use of Investment Decisions Clause in Contracts

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act. Unless Manager or the Fund gives written instructions to the contrary, Subadviser shall vote, or abstain from voting, all proxies, if applicable, with respect to companies whose securities are held in that portion of the Fund allocated to it by Manager, using its best good faith judgment to vote, or abstain from voting, such proxies in the manner that best serves the interests of the Fund's shareholders. Upon 60 days' written notice to Subadviser, the Board may withdraw the authority granted to Subadviser to vote, or abstain from voting, such proxies pursuant to this subsection. Subadviser shall have no responsibility or obligation hereunder for pursuing any claim or potential claim in any litigation or proceeding, including class action securities litigation, affecting securities purchased, sold, or held at any time by the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation") or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Manager acknowledges and agrees that no such power, authority, responsibility, or obligation is delegated hereunder; provided, however, that Subadviser shall forward to Manager any notice of any such potential claim it shall have received and cooperate reasonably with Manager in any possible proceeding.

Investment Decisions. Subadviser shall determine from time to time what the investments and securities will to be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is authorized to enter into agreements and execute documents on behalf of the Fund required to make investments pursuant to the Investment Guidelines, as such may be amended from time to time. Subadviser shall comply with any amendments to the Investment Guidelines within a reasonable time after receipt of notice of such amendments. Subadviser shall be entitled to rely upon written clarifications, supplements, and modifications of the Investment Guidelines received from Manager and its authorized agents. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act. Unless Manager or the Fund gives written instructions to the contrary, Subadviser shall vote, or abstain from voting, vote all proxies, if applicable, proxies with respect to companies whose securities are held in that portion of the Fund allocated to it by Manager, using its best good faith judgment to vote, or abstain from voting, vote such proxies in the manner that best serves the interests of the Fund's shareholders. Upon 60 days' written notice to Subadviser, the Board may withdraw the authority granted to Subadviser to vote, or abstain from voting, such proxies pursuant to this subsection. Subadviser shall have no responsibility or obligation hereunder not be responsible for pursuing any claim or potential claim in any litigation or proceedingrights, including class action securities litigationsettlements, affecting securities purchasedrelating to the purchase, soldsale, or held at any time holding of securities by the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation") or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Manager acknowledges and agrees that no such power, authority, responsibility, or obligation is delegated hereunder; provided, however, that Subadviser shall forward provide notice to Manager any notice of any such potential claim it shall have received and cooperate reasonably with Manager in any possible proceeding. Subadviser shall be entitled to rely upon written clarifications, supplements, and modifications to the Investment Guidelines provided by Manager. If the Fund's custodian enters into securities lending transactions on behalf of the Fund, the custodian shall be responsible for ensuring that the securities or other assets in the Fund are available for sale at all times. Manager or the custodian shall be liable for any loss resulting from the sale by Subadviser of a security that is not available in the Fund for settlement as a result of such securities lending transactions. Manager agrees to provide such documents as Subadviser reasonably requests in order to confirm signing authority and undertakes to inform Subadviser of any event that might affect this authority.

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by ManagerAllocated Portion, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of any of the Fund Funds concerning transactions of the Fund Funds in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act. Unless Manager or the applicable Fund gives written instructions to the contrary, Subadviser shall vote, or abstain from voting, all proxies, if applicable, proxies with respect to companies whose securities are held in that portion of the Fund allocated to it by ManagerAllocated Portion, using its best good faith judgment to vote, or abstain from voting, such proxies in the manner that best serves the best interests of the Fund's shareholdersFunds. Upon 60 daysThe Funds' written notice to Subadviser, the Board may withdraw the authority granted to Subadviser to votecustodian, or abstain from votingother agent of the Funds, such will provide timely notice of proxies pursuant to this subsectionthe Subadviser. The Subadviser is not expected to vote proxies for which it has not received timely notice. Subadviser shall have no responsibility not be expected or obligation hereunder for pursuing required to take any claim action with respect to lawsuits or potential claim other legal proceedings involving securities presently or formerly held in any litigation or proceeding, including class action securities litigation, affecting securities purchased, soldthe Funds, or held at any time by the Fund, including, without limitation, to file proofs involving issuers of claim such securities or other documents related to such proceedings (the "Litigation") or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Manager acknowledges and agrees that no such power, authority, responsibility, or obligation is delegated hereunderparties; provided, however, provided that Subadviser shall forward to Manager any notice of any such potential claim it shall have received and will cooperate reasonably with Manager in any possible proceeding. Without limiting the foregoing, Subadviser shall not be responsible for: (a) researching whether the Funds are eligible to file, or filing on behalf of the Funds, proofs of claim to participate in any class action lawsuit settlement or judgment, or governmental or regulatory victim fund; (b) recommending that the Funds pursue litigation against an issuer or related parties (whether by opting out of an existing class action lawsuit or otherwise); or (c) filing proofs of claim or otherwise participating in any bankruptcy proceedings.

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act. Unless Manager or the Fund gives written instructions to the contrary, Subadviser shall vote, or abstain from voting, all proxies, if applicable, proxies it has timely received with respect to companies whose securities are held in that portion of the Fund allocated to it by Manager, using its best good faith judgment to vote, or abstain from voting, such proxies in the manner that best serves the interests of the Fund's shareholders. Upon 60 days' written notice to Subadviser, the Board may withdraw the authority granted to Subadviser to vote, or abstain from voting, such proxies pursuant to this subsection. Subadviser shall have no responsibility obligation to vote or obligation hereunder abstain from voting any proxies relating to securities loaned by the Fund unless the matter to be voted upon is sufficiently material to require recall of the loaned security or securities in order to permit voting or abstention from voting any such proxies in accordance with published positions of the Securities and Exchange Commission ("SEC"), in which case Subadviser shall promptly notify Manager of the need to recall the loaned security or securities. Subadviser shall not be responsible for pursuing any claim or potential claim in any litigation or proceedingrights, including class action securities litigationsettlements, affecting securities purchasedrelating to the purchase, soldsale, or held at any time holding of securities by the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation") or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Manager acknowledges and agrees that no such power, authority, responsibility, or obligation is delegated hereunder; provided, however, that Subadviser shall forward to Manager any notice of any such potential claim it shall have has received and reasonably cooperate reasonably with Manager in any possible proceeding.

Investment Decisions. Subadviser shall determine from time to time what investments and securities will be purchased, retained, or sold with respect to that portion of the Fund allocated to it by Manager, and what portion of such assets will be invested or held uninvested as cash. Subadviser is prohibited from consulting with any other subadviser of the Fund concerning transactions of the Fund in securities or other assets, other than for purposes of complying with the conditions of Rule 12d3-1(a) or (b) under the 1940 Act; provided, however, that Subadviser may, with the prior written consent of Manager and to the extent permitted under applicable law, engage an affiliate to perform investment advisory services for the Fund (the "Subadvisory Affiliate") and this prohibition shall not apply to consultations with the Subadvisory Affiliate; and further provided that Subadviser's affiliate, Xxxxxxxx Investment Management North America Ltd., has been so engaged effective as of the date of this Agreement. Unless Manager or the Fund gives written instructions to the contrary, Subadviser shall vote, or abstain from voting, all proxies, if applicable, proxies with respect to companies whose securities are held in that portion of the Fund allocated to it by Manager, using its best good faith judgment to vote, or abstain from voting, such proxies in the manner that best serves the interests of the Fund's shareholders. Upon 60 days' written notice to Subadviser, the Board may withdraw the authority granted to Subadviser to vote, or abstain from voting, such proxies pursuant to this subsection. Subadviser shall have no responsibility or obligation hereunder not be responsible for pursuing any claim or potential claim in any litigation or proceedingrights, including class action securities litigationsettlements, affecting securities purchasedrelating to the purchase, soldsale, or held at any time holding of securities by the Fund, including, without limitation, to file proofs of claim or other documents related to such proceedings (the "Litigation") or to investigate, initiate, supervise, or monitor the Litigation involving Fund assets, and Manager acknowledges and agrees that no such power, authority, responsibility, or obligation is delegated hereunder; provided, however, that Subadviser shall forward provide notice to Manager any notice of any such potential claim of which it shall have received receives notice and cooperate reasonably with Manager in any possible proceeding.