Common use of Portfolio Management Duties Clause in Contracts

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the Trust's Board of Trustees, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed in Appendix A. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund and will place orders for execution of such portfolio transactions in accordance with paragraph C below to effect the investment decisions made. The Subadviser will provide the services identified in this Agreement in accordance with each respective Fund's investment objectives, policies and restrictions as stated in the Trust's Registration Statement filed with the SEC, as effective from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the Trust, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Funds and for the selection of the markets on or in which the transactions will be executed. The Trust and the Adviser acknowledge and agree that the Subadviser may place orders through its affiliates and that such affiliates may receive compensation therefore. D. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund shall be to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commission, if any, size of order, difficulty of execution and skill required of the executing broker or dealer. The Subadviser shall have discretion, in the interests of each Fund, to allocate brokerage on each Fund's portfolio transactions to broker-dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) of the Securities Exchange Act of 1934) for any of the Funds. The term "research" includes advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject to such policies as the Adviser and the Trust's Board of Trustees may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities with respect to the Fund and/or its other clients. In reaching such determination, the Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactions.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the Trust's Board of Trustees, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed in Appendix A. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund and will place orders for execution of such portfolio transactions in accordance with paragraph C below to effect the investment decisions made. The Subadviser will provide the services identified in this Agreement in accordance with each respective Fund's investment objectives, policies and restrictions as stated in the Trust's Registration Statement filed with the SEC, as effective from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the Trust, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Funds and for the selection of the markets on or in which the transactions will be executed. The Trust and the Adviser acknowledge and agree that the Subadviser may place orders through its affiliates and that such affiliates may receive compensation therefore. D. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund shall be to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commission, if any, size of order, difficulty of execution and skill required of the executing broker or dealer. The Subadviser shall have discretion, in the interests of each Fund, to allocate brokerage on each Fund's portfolio transactions to broker-dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) of the Securities Exchange Act of 1934) for any of the Funds. The term "research" includes advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject to such policies as the Adviser and the Trust's Board of Trustees may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities with respect to the Fund and/or its other clients. In reaching such determination, the Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactions.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the Trust's Board of Trustees, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed Municipal Funds' portfolios, including investment research and management, with respect to all securities and investments and cash equivalents in Appendix A. the portfolio. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund the Municipal Funds and will place orders for execution of such portfolio transactions in accordance with paragraph C B below to effect effectuate the investment decisions made. The Subadviser will provide the services identified in under this Agreement in accordance with each respective Fund's the Municipal Funds' investment objectives, policies and restrictions as stated in the Trust's Registration Statement registration statement filed with the Securities and Exchange Commission ("SEC"), as effective amended from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the Trust, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Municipal Funds and for the selection of the markets on or in which the transactions will be executed. The Trust In placing orders with brokers and dealers, the Adviser acknowledge Subadviser shall generally place portfolio transactions with primary market makers for these securities on a net basis, without any brokerage commission being paid by the Municipal Funds. It is understood that transactions with dealers serving as primary market makers reflect the spread between the bid and agree asked prices and that the Subadviser may place orders through its affiliates cause the Municipal Funds to pay fees to third parties for information as to potential purchasers or sellers of securities but only if the Municipal Funds would obtain the best price and that execution, including such affiliates fee, on a particular transaction. The Subadviser may receive compensation therefore. D. make purchases of underwritten issues which include an underwriting fee paid to the underwriter. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund the Municipal Funds shall be to obtain the "best execution" (prompt price and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commissioncommission (negotiable in the case of national securities exchange transactions), if any, size of order, difficulty of execution and skill required of the executing broker or broker/dealer. The Subadviser shall have discretionWhen it can be done consistently with the policy of obtaining the best price and execution, the Subadviser, in the interests of each Fundcircumstances in which two or more broker/dealers offer comparable prices and executions, to allocate brokerage on each Fund's portfolio transactions to may place such orders with broker-/dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) supply market quotations to the custodian of the Securities Exchange Act of 1934Municipal Funds (the "Custodian") for any of appraisal purposes, or who supply research, market and statistical information to its clients including the FundsMunicipal Funds or the Subadviser. The term "research, market and statistical information" includes advice as to the value of securities; , the advisability of investing in, purchasing or selling securities; and the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject The Subadviser is not authorized when placing portfolio transactions for a Municipal Fund to pay a brokerage commission (to the extent applicable) in excess of that which another broker might have charged for effecting the same transaction on account of the receipt of research, market or statistical information although it may do so in seeking to obtain the best execution with respect to a particular transaction. In effecting transactions in over-the-counter securities, orders are placed with the principal market-makers for the security being traded unless, after exercising care, it appears that better prices or executions are available otherwise. C. All transactions will be consummated by payment to or delivery by the Custodian for the Municipal Funds or such policies depositories or agents as may be designated by the Adviser Custodian, of all cash and/or securities due to or from the Municipal Funds, and the Subadviser shall not have possession or custody thereof or any responsibility or liability with respect thereto. The Subadviser shall advise the Custodian and the Trust daily of all investment orders placed by it with broker/dealers pursuant to procedures agreed upon by the Subadviser and the Trust's Board . The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of Trustees may determineany transaction initiated by the Subadviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall not be deemed to have acted unlawfully no responsibility or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities liability with respect to custodial arrangements or the Fund and/or its acts, omissions or other clients. In reaching such determination, the Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware conduct of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactionsCustodian.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the TrustCompany's Board of TrusteesDirectors, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed Municipal Funds' portfolios, including investment research and management, with respect to all securities and investments and cash equivalents in Appendix A. the portfolio. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund the Municipal Funds and will place orders for execution of such portfolio transactions in accordance with paragraph C B below to effect effectuate the investment decisions made. The Subadviser will provide the services identified in under this Agreement in accordance with each respective Fund's the Municipal Funds' investment objectives, policies and restrictions as stated in the TrustCompany's Registration Statement registration statement filed with the Securities and Exchange Commission ("SEC"), as effective amended from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the Trust, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Municipal Funds and for the selection of the markets on or in which the transactions will be executed. The Trust In placing orders with brokers and dealers, the Adviser acknowledge Subadviser shall generally place portfolio transactions with primary market makers for these securities on a net basis, without any brokerage commission being paid by the Municipal Funds. It is understood that transactions with dealers serving as primary market makers reflect the spread between the bid and agree asked prices and that the Subadviser may place orders through its affiliates cause the Municipal Funds to pay fees to third parties for information as to potential purchasers or sellers of securities but only if the Municipal Funds would obtain the best price and that execution, including such affiliates fee, on a particular transaction. The Subadviser may receive compensation therefore. D. make purchases of underwritten issues which include an underwriting fee paid to the underwriter. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund the Municipal Funds shall be to obtain the "best execution" (prompt price and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commissioncommission (negotiable in the case of national securities exchange transactions), if any, size of order, difficulty of execution and skill required of the executing broker or broker/dealer. The Subadviser shall have discretionWhen it can be done consistently with the policy of obtaining the best price and execution, the Subadviser, in the interests of each Fundcircumstances in which two or more broker/dealers offer comparable prices and executions, to allocate brokerage on each Fund's portfolio transactions to may place such orders with broker-/dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) supply market quotations to the custodian of the Securities Exchange Act of 1934Municipal Funds (the "Custodian") for any of appraisal purposes, or who supply research, market and statistical information to its clients including the FundsMunicipal Funds or the Subadviser. The term "research, market and statistical information" includes advice as to the value of securities; , the advisability of investing in, purchasing or selling securities; and the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject The Subadviser is not authorized when placing portfolio transactions for a Municipal Fund to pay a brokerage commission (to the extent applicable) in excess of that which another broker might have charged for effecting the same transaction on account of the receipt of research, market or statistical information although it may do so in seeking to obtain the best execution with respect to a particular transaction. In effecting transactions in over-the-counter securities, orders are placed with the principal market-makers for the security being traded unless, after exercising care, it appears that better prices or executions are available otherwise. C. All transactions will be consummated by payment to or delivery by the Custodian for the Municipal Funds or such policies depositories or agents as may be designated by the Adviser Custodian, of all cash and/or securities due to or from the Municipal Funds, and the Trust's Board Subadviser shall not have possession or custody thereof or any responsibility or liability with respect thereto. The Subadviser shall advise the Custodian and the Company daily of Trustees all investment orders placed by it with broker/dealers pursuant to procedures agreed upon by the Subadviser and the Company. The Company shall issue to the Custodian such instructions as may determinebe appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Company shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall not be deemed to have acted unlawfully no responsibility or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities liability with respect to custodial arrangements or the Fund and/or its acts, omissions or other clients. In reaching such determination, the Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware conduct of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactionsCustodian.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the TrustCompany's Board of TrusteesDirectors, the Subadviser Sub adviser will provide a continuous investment program for the portfolio of each Fund listed in Appendix A. The Subadviser Sub adviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund and will place orders for execution of such portfolio transactions in accordance with paragraph C below to effect the investment decisions made. The Subadviser Sub adviser will provide the services identified in this Agreement in accordance with each respective Fund's investment objectives, policies and restrictions as stated in the TrustCompany's Registration Statement filed with the SEC, as effective from time to time, and as interpreted by the Adviser and communicated to the SubadviserSub adviser, on behalf of the TrustCompany, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. . B. The Subadviser Sub adviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the SubadviserSub adviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser Sub adviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Funds and for the selection of the markets on or in which the transactions will be executed. The Trust and the Adviser acknowledge and agree that the Subadviser may place orders through its affiliates and that such affiliates may receive compensation therefore. D. The primary objective of the Subadviser Sub adviser in placing orders for the purchase and sale of securities for a Fund shall be to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commission, if any, size of order, difficulty of execution and skill required of the executing broker or dealer. The Subadviser Sub adviser shall have discretion, in the interests of each Fund, to allocate brokerage on each Fund's portfolio transactions to broker-dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) of the Securities Exchange Act of 1934) for any of the Funds. The term "research" includes advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject to such policies as the Adviser and the TrustCompany's Board of Trustees Directors may determine, the Subadviser Sub adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser Sub adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the SubadviserSub adviser's overall responsibilities with respect to the Fund and/or its other clients. In reaching such determination, the Subadviser Sub adviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser Sub adviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactions. E. All transactions will be consummated by payment to or delivery by the Company's Custodian, or such depositories or agents as may be designated by the Custodian, of all cash and/or securities due to or from a Fund, and the Sub adviser shall not have possession or custody thereof or any responsibility or liability with respect thereto. The Sub adviser shall advise the Custodian and the Company daily of all investment orders placed by it with broker-dealers pursuant to procedures agreed upon by the Sub adviser and the Company. The Sub adviser shall not be responsible for obtaining prices for any such investment order, but will use its best efforts to direct the Custodian to pricing sources and assist the Custodian in obtaining dealer quotes if so requested by the Custodian. The Company or its authorized agents, the Adviser and Sub adviser, shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Sub adviser. The Company shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon transmitting to the Custodian the investment orders placed by it with broker-dealers, the Sub adviser shall have no responsibility or liability with respect to custodial arrangements or the acts, omissions or other conduct of the Custodian. F. The Custodian shall, on a daily basis pursuant to procedures and in a format agreed upon by the Sub adviser and the Company, provide portfolio reports to the Sub adviser that shall include a listing of all portfolio investments of each Fund and its cash position.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the TrustCompany's Board of TrusteesDirectors, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed in Appendix A. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund and will place orders for execution of such portfolio transactions in accordance with paragraph C below to effect the investment decisions made. The Subadviser will provide the services identified in this Agreement in accordance with each respective Fund's investment objectives, policies and restrictions as stated in the TrustCompany's Registration Statement filed with the SEC, as effective from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the TrustCompany, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Funds and for the selection of the markets on or in which the transactions will be executed. The Trust Company and the Adviser acknowledge and agree that the Subadviser may place orders through its affiliates and that such affiliates may receive compensation thereforetherefor. D. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund shall be to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commission, if any, size of order, difficulty of execution and skill required of the executing broker or dealer. The Subadviser shall have discretion, in the interests of each Fund, to allocate brokerage on each Fund's portfolio transactions to broker-dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) of the Securities Exchange Act of 1934) for any of the Funds. The term "research" includes advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject to such policies as the Adviser and the TrustCompany's Board of Trustees Directors may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities with respect to the Fund and/or its other clients. In reaching such determination, the Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactions.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the Trust's Board of Trustees, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed Funds' portfolios, including investment research and management, with respect to all securities and investments and cash equivalents in Appendix A. the portfolio. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund the Funds and will place orders for execution of such portfolio transactions in accordance with paragraph C B below to effect effectuate the investment decisions made. The Subadviser will provide the services identified in under this Agreement in accordance with each respective Fund's the Funds' investment objectives, policies and restrictions as stated in the Trust's Registration Statement registration statement filed with the Securities and Exchange Commission ("SEC"), as effective amended from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the Trust, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Funds and for the selection of the markets on or in which the transactions will be executed. The Trust In placing orders with brokers and dealers, the Adviser acknowledge Subadviser shall generally place portfolio transactions with primary market makers for these securities on a net basis, without any brokerage commission being paid by the Funds. It is understood that transactions with dealers serving as primary market makers reflect the spread between the bid and agree asked prices and that the Subadviser may place orders through its affiliates cause the Funds to pay fees to third parties for information as to potential purchasers or sellers of securities but only if the Funds would obtain the best price and that execution, including such affiliates fee, on a particular transaction. The Subadviser may receive compensation therefore. D. make purchases of underwritten issues which include an underwriting fee paid to the underwriter. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund the Funds shall be to obtain the "best execution" (prompt price and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commissioncommission (negotiable in the case of national securities exchange transactions), if any, size of order, difficulty of execution and skill required of the executing broker or broker/dealer. The Subadviser shall have discretionWhen it can be done consistently with the policy of obtaining the best price and execution, the Subadviser, in the interests of each Fundcircumstances in which two or more broker/dealers offer comparable prices and executions, to allocate brokerage on each Fund's portfolio transactions to may place such orders with broker-/dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) supply market quotations to the custodian of the Securities Exchange Act of 1934Funds (the "Custodian") for any of appraisal purposes, or who supply research, market and statistical information to its clients including the FundsFunds or the Subadviser. The term "research, market and statistical information" includes advice as to the value of securities; , the advisability of investing in, purchasing or selling securities; and the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject to such policies as the Adviser and the Trust's Board of Trustees may determine, the The Subadviser shall is not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused authorized when placing portfolio transactions for a Fund to pay a broker for effecting a portfolio investment transaction brokerage commission (to the extent applicable) in excess of the amount of commission that which another broker-dealer would broker might have charged for effecting that the same transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value on account of the brokerage and research services provided by such broker-dealerreceipt of research, viewed market or statistical information although it may do so in terms of either that particular transaction or seeking to obtain the Subadviser's overall responsibilities best execution with respect to the Fund and/or its other clientsa particular transaction. In reaching effecting transactions in over-the-counter securities, orders are placed with the principal market-makers for the security being traded unless, after exercising care, it appears that better prices or executions are available otherwise. C. All transactions will be consummated by payment to or delivery by the Custodian for the Funds or such determinationdepositories or agents as may be designated by the Custodian, of all cash and/or securities due to or from the Funds, and the Subadviser will shall not be required to place have possession or attempt to place a specific dollar value on the brokerage and/or research services provided custody thereof or being provided by such broker/dealerany responsibility or liability with respect thereto. The Subadviser shall advise the Custodian and the Trust daily of all investment orders placed by it with broker/dealers pursuant to procedures agreed upon by the Subadviser and the Trust. The Trust shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Trust shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no duty responsibility or obligation liability with respect to seek advance competitive bidding for custodial arrangements or the most favorable commission rate applicable to any particular portfolio transactions acts, omissions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware other conduct of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactionsCustodian.

Portfolio Management Duties. A. Subject to the supervision of the Adviser and the TrustCompany's Board of TrusteesDirectors, the Subadviser will provide a continuous investment program for the portfolio of each Fund listed in Appendix A. The Subadviser will determine from time to time what securities and other investments will be purchased, retained or sold by a Fund and will place orders for execution of such portfolio transactions in accordance with paragraph C below to effect the investment decisions made. The Subadviser will provide the services identified in this Agreement in accordance with each respective Fund's investment objectives, policies and restrictions as stated in the TrustCompany's Registration Statement filed with the SEC, as effective from time to time, and as interpreted by the Adviser and communicated to the Subadviser, on behalf of the TrustCompany, from time to time. The Adviser will be responsible for all other services to be provided to each Fund that is identified in Appendix A hereto. B. The Subadviser shall use its best efforts to furnish to the Adviser or any company supplying investment company accounting or security pricing, timely notice of significant events which come to the Subadviser's attention concerning securities in which it has caused the Fund to invest which could require the Fund to fairly value such securities in the daily calculation of the Fund's net asset value per share. C. Subject to any applicable regulatory restriction or prohibition, the Subadviser shall have authority and discretion to select brokers and dealers (hereinafter "broker-dealers") to execute portfolio transactions for the Funds and for the selection of the markets on or in which the transactions will be executed. The Trust Company and the Adviser acknowledge and agree that the Subadviser may place orders through its affiliates and that such affiliates may receive compensation therefore. D. The primary objective of the Subadviser in placing orders for the purchase and sale of securities for a Fund shall be to obtain the "best execution" (prompt and reliable execution at the most favorable security price obtainable) taking into account such factors as price, commission, if any, size of order, difficulty of execution and skill required of the executing broker or dealer. The Subadviser shall have discretion, in the interests of each Fund, to allocate brokerage on each Fund's portfolio transactions to broker-dealers who provide brokerage and/or research services (as such services are defined Section 28(e)(3) of the Securities Exchange Act of 1934) for any of the Funds. The term "research" includes advice as to the value of securities; the advisability of investing in, purchasing or selling securities; the availability of securities or purchasers or sellers of securities; and furnishing analyses and reports concerning issuers, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Subject to such policies as the Adviser and the TrustCompany's Board of Trustees Directors may determine, the Subadviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of its having caused a Fund to pay a broker for effecting a portfolio investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction if the Subadviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Subadviser's overall responsibilities with respect to the Fund and/or its other clients. In reaching such determination, the Subadviser will not be required to place or attempt to place a specific dollar value on the brokerage and/or research services provided or being provided by such broker/dealer. The Subadviser shall have no duty or obligation to seek advance competitive bidding for the most favorable commission rate applicable to any particular portfolio transactions or to select any broker-dealer on the basis of its purported or "posted" commission rate but will, to the best of its ability, endeavor to be aware of the current level of the charges of eligible broker-dealers and to minimize the expense incurred by the Funds for effecting their portfolio transactions.