Common use of Obligation of and Services to be Provided by the Adviser Clause in Contracts

Obligation of and Services to be Provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations: A. Investment Advisory & Management Services. (1) The Adviser shall have overall supervisory responsibility for the general management and investment of the Fund’s assets and securities portfolio subject to and in accordance with the investment objectives, policies and restrictions of the Fund set forth in its Prospectus and SAI, and any directions which the Fund’s Trustees may issue to the Adviser from time to time. (2) The Adviser shall provide overall investment programs and strategies for the Fund, shall revise such programs as necessary and shall monitor and report periodically to the Trustees concerning the implementation of the programs. (3) The Fund and the Adviser intend to appoint one or more sub-advisers (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”), each such Sub-Adviser to have full investment discretion and to make all determinations with respect to the investment and reinvestment of the portion of the Fund’s assets assigned to that Sub-Adviser and the purchase and sale of portfolio securities with those assets, all within the Fund’s investment objectives, policies and restrictions set forth in the Fund’s Prospectus and SAI, and the Fund will take such steps as may be necessary to implement such appointments. The Adviser shall not be responsible or liable for the investment merits of any decision by a Sub-Adviser to purchase, hold or sell a security for the portfolio of the Fund. The Adviser shall advise the Trustees of the Fund which Sub-Advisers the Adviser believes are best suited to invest the assets of the Fund; shall monitor and evaluate the investment performance of each Sub-Adviser employed by the Fund; shall allocate and reallocate the portion of the Fund’s assets to be managed by each Sub-Adviser; shall recommend changes of or additional Sub-Advisers when deemed appropriate by the Adviser; shall coordinate and monitor the investment activities of the Sub-Advisers to ensure compliance with the Fund’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the Fund’s assets not then managed by a Sub-Adviser; and shall implement procedures reasonably designed to ensure that the Sub-Adviser comply with the Fund’s investment objectives, policies and restrictions. (4) The Adviser shall render regular reports to the Fund, at regular meetings of the Trustees, of, among other things, the decisions that it has made with respect to the allocation of the Fund’s assets among the Sub-Advisers. (5) The Adviser shall comply – and to the extent the Adviser takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply – with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Fund and the Fund’s Registration Statement, Declaration of Trust and By-laws. B. Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials. The Adviser will make available and provide financial, accounting and statistical information concerning the Adviser required by the Fund in the preparation of registration statements, reports and other documents required by Federal and state securities laws, and such other information as the Fund may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares.

Obligation of and Services to be Provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations: A. Investment Advisory & Management Services. (1) The Adviser shall have overall supervisory responsibility for the general management and investment of the FundPortfolio’s assets and securities portfolio subject to and in accordance with the investment objectives, policies and restrictions of the Fund Portfolio set forth in its Prospectus and SAI, and any directions which the FundPortfolio’s Trustees may issue to the Adviser from time to time. (2) The Adviser shall provide overall investment programs and strategies for the FundPortfolio, shall revise such programs as necessary and shall monitor and report periodically to the Trustees concerning the implementation of the programs. (3) The Fund Portfolio and the Adviser intend to appoint one or more sub-advisers (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”), each such Sub-Adviser to have full investment discretion and to make all determinations with respect to the investment and reinvestment of the portion of the FundPortfolio’s assets assigned to that Sub-Adviser and the purchase and sale of portfolio securities with those assets, all within the FundPortfolio’s investment objectives, policies and restrictions set forth in the FundPortfolio’s Prospectus and SAI, subject to and consistent with applicable law, and the Fund Portfolio will take such steps as may be necessary to implement such appointments. The Adviser shall not be responsible or liable for the investment merits of any decision by a Sub-Adviser to purchase, hold or sell a security for the portfolio of the FundPortfolio. The Adviser shall advise the Trustees of the Fund Portfolio which Sub-Advisers the Adviser believes are best suited to invest the assets of the FundPortfolio; shall monitor and evaluate the investment performance of each Sub-Adviser employed by the FundPortfolio; shall allocate and reallocate the portion of the FundPortfolio’s assets to be managed by each Sub-Adviser; shall recommend changes of or additional Sub-Advisers when deemed appropriate by the Adviser; shall coordinate and monitor the investment activities of the Sub-Advisers to ensure compliance with the FundPortfolio’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the FundPortfolio’s assets not then managed by a Sub-Adviser; and shall implement procedures reasonably designed to ensure that the Sub-Adviser comply with the FundPortfolio’s investment objectives, policies and restrictions. (4) The Adviser shall render regular reports to the FundPortfolio, at regular meetings of the Trustees, of, among other things, the decisions that it has made with respect to the allocation of the FundPortfolio’s assets among the Sub-Advisers. (5) The Adviser shall comply – and to the extent the Adviser takes or is required to take action on behalf of the Fund Portfolio hereunder shall cause the Fund Portfolio to comply – with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Fund Portfolio and the FundPortfolio’s Registration Statement, Declaration of Trust and By-laws. B. Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials. The Adviser will make available and provide financial, accounting and statistical information concerning the Adviser required by the Fund Portfolio in the preparation of registration statements, reports and other documents required by Federal and state securities laws, and such other information as the Fund Portfolio may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the FundPortfolio’s shares.

Obligation of and Services to be Provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations: A. Investment Advisory & Management Services. (1) The Adviser shall have overall supervisory responsibility for the general management and investment of the Fund’s assets and securities portfolio subject to and in accordance with the investment objectives, policies and restrictions of the Fund set forth in its Prospectus and SAI, and any directions which the Fund’s Trustees may issue to the Adviser from time to time. (2) The Adviser shall provide overall investment programs and strategies for the Fund, shall revise such programs as necessary and shall monitor and report periodically to the Trustees concerning the implementation of the programs. (3) The Fund Subject to the supervision and direction of the Board of Trustees of the Trust, the Adviser will: (a) act in conformity with, and comply with the requirements of, the Trust’s Declaration of Trust and the Trust’s Bylaws, copies of which the Adviser intend to appoint one or more sub-advisers (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”), each such Sub-Adviser to have full investment discretion and to make all determinations with respect to the investment and reinvestment acknowledges it has received as of the effective date of this Agreement, and the 1940 Act and the Advisers Act; (b) manage the Fund’s portfolio and furnish a continual investment program for the Fund in accordance with such Fund’s investment objective and policies as described in the Fund’s Prospectus; (c) make investment decisions for the Fund; (d) provide the Fund with investment research and statistical data, advice and supervision, data processing and clerical services; (e) provide the Trust with access to certain office facilities, which may be the Adviser’s own offices; (f) determine what securities shall be purchased for the Fund; what securities shall be held or sold by the Fund, and determine what portion of the Fund’s assets assigned to that Sub-Adviser shall be held uninvested; (g) review asset allocations and investment policies with the purchase Board of Trustees of the Trust every quarter as reasonably requested by the Trust; and sale (h) advise and assist the officers of portfolio securities with those assets, all within the Fund’s investment objectives, policies and restrictions set forth Trust in the Fund’s Prospectus and SAI, and the Fund will take taking such steps as may be are necessary or appropriate to implement such appointments. The Adviser shall not be responsible or liable for carry out the investment merits decisions of any decision by a Sub-Adviser the Board of Trustees of the Trust and its committees with respect to purchase, hold or sell a security for the portfolio foregoing matters and the conduct of the business of the Fund. The Adviser shall advise the Trustees of the Fund which Sub-Advisers In addition, the Adviser believes are best suited to invest will furnish the assets of Trust with whatever statistical information the Fund; shall monitor and evaluate the investment performance of each Sub-Adviser employed by the Fund; shall allocate and reallocate the portion of the Fund’s assets to be managed by each Sub-Adviser; shall recommend changes of or additional Sub-Advisers when deemed appropriate by the Adviser; shall coordinate and monitor the investment activities of the Sub-Advisers to ensure compliance with the Fund’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations Trust may reasonably request with respect to the investment securities that the Portfolios may hold or contemplate purchasing. The appointment of Sub-Advisors shall be subject to approval by the Board of Trustees of the Trust and, to the extent required by the 1940 Act or any other law or regulation, approval of the shareholders of the Trust. The Adviser will keep the Trust informed of developments materially affecting the Fund’s assets not then managed by a Sub-Adviser; portfolio, and shall implement procedures reasonably designed will, on its own initiative, furnish the Trust from time to ensure that time with whatever information the Sub-Adviser comply with the Fund’s investment objectives, policies and restrictionsbelieves is appropriate for this purpose. (4) The Adviser shall render regular reports to the Fund, at regular meetings of the Trustees, of, among other things, the decisions that it has made with respect to the allocation of the Fund’s assets among the Sub-Advisers. (5) The Adviser shall comply – and to the extent the Adviser takes or is required to take action on behalf of the Fund hereunder shall cause the Fund to comply – with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Fund and the Fund’s Registration Statement, Statement and the Trust’s Declaration of Trust and By-lawsBylaws, copies of which the Adviser acknowledges it has received as of the effective date of this Agreement. B. Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials. . (1) The Adviser will make available and provide financial, accounting and statistical information concerning the Adviser required by the Fund in the preparation of registration statements, reports and other documents required by Federal and state securities laws, and such other information as the Fund may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the Fund’s shares. (2) The Trust agrees to provide to the Adviser copies of the Trust’s Declaration of Trust and Bylaws as of the effective date of this Agreement and any amendments to those documents as soon as practicable after their effectiveness.

Obligation of and Services to be Provided by the Adviser. The Adviser undertakes to provide the services hereinafter set forth and to assume the following obligations: A. Investment Advisory & Management Services. (1) The Adviser shall have overall supervisory responsibility for the general management and investment of the FundPortfolio’s assets and securities portfolio subject to and in accordance with the investment objectives, policies and restrictions of the Fund Portfolio set forth in its Prospectus and SAI, and any directions which the FundPortfolio’s Trustees may issue to the Adviser from time to time. (2) The Adviser shall provide overall investment programs and strategies for the FundPortfolio, shall revise such programs as necessary and shall monitor and report periodically to the Trustees concerning the implementation of the programs. (3) The Fund Portfolio and the Adviser intend to appoint one or more sub-advisers (each, a “Sub-Adviser” and collectively, the “Sub-Advisers”), each such Sub-Adviser to have full investment discretion and to make all determinations with respect to the investment and reinvestment of the portion of the FundPortfolio’s assets assigned to that Sub-Adviser and the purchase and sale of portfolio securities with those assets, all within the FundPortfolio’s investment objectives, policies and restrictions set forth in the FundPortfolio’s Prospectus and SAI, and the Fund Portfolio will take such steps as may be necessary to implement such appointments. The Adviser shall not be responsible or liable for the investment merits of any decision by a Sub-Adviser to purchase, hold or sell a security for the portfolio of the FundPortfolio. The Adviser shall advise the Trustees of the Fund Portfolio which Sub-Advisers the Adviser believes are best suited to invest the assets of the FundPortfolio; shall monitor and evaluate the investment performance of each Sub-Adviser employed by the FundPortfolio; shall allocate and reallocate the portion of the FundPortfolio’s assets to be managed by each Sub-Adviser; shall recommend changes of or additional Sub-Advisers when deemed appropriate by the Adviser; shall coordinate and monitor the investment activities of the Sub-Advisers to ensure compliance with the FundPortfolio’s investment objectives, policies and restrictions and applicable laws, including the Investment Company Act and the Internal Revenue Code of 1986, as amended; shall have full investment discretion to make all determinations with respect to the investment of the FundPortfolio’s assets not then managed by a Sub-Adviser; and shall implement procedures reasonably designed to ensure that the Sub-Adviser comply with the FundPortfolio’s investment objectives, policies and restrictions. (4) The Adviser shall render regular reports to the FundPortfolio, at regular meetings of the Trustees, of, among other things, the decisions that it has made with respect to the allocation of the FundPortfolio’s assets among the Sub-Advisers. (5) The Adviser shall comply – — and to the extent the Adviser takes or is required to take action on behalf of the Fund Portfolio hereunder shall cause the Fund Portfolio to comply – — with all applicable requirements of the 1940 Act and other applicable laws, rules, regulations, orders and codes of ethics, as well as all investment objectives, policies, restrictions and procedures adopted by the Fund Portfolio and the FundPortfolio’s Registration Statement, Declaration of Trust and By-laws. B. Provision of Information Necessary for Preparation of Securities Registration Statements, Amendments and Other Materials. The Adviser will make available and provide financial, accounting and statistical information concerning the Adviser required by the Fund Portfolio in the preparation of registration statements, reports and other documents required by Federal and state securities laws, and such other information as the Fund Portfolio may reasonably request for use in the preparation of such documents or of other materials necessary or helpful for the distribution of the FundPortfolio’s shares.