Common use of Services of Advisor Clause in Contracts

Services of Advisor. Subject always to the supervision of the Trustees, Advisor will furnish an investment program in respect of, and make investment decisions for all assets of the Portfolio and place all orders for the purchase and sale of securities, all on behalf of the Portfolio. In the performance of its duties, the Advisor will monitor the Portfolio's investments and: (a) will conform with all restrictions of the Trust's Declaration of Trust and By-Laws, the stated investment objectives, policies, restrictions and procedures of the Portfolios adopted by the Trustees and set forth in the Trust's Prospectus, Statement of Additional Information and any resolutions of the Trustees, and all applicable Rules and Regulations of the Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities. The Advisor will report to the Trustees with respect to the implementation of such program. Advisor represents that it is an investment advisor registered under the Investment Advisors Act of 1940 (the "Advisors Act") and other applicable Laws and that the statements contained in the Advisor's registration under the Advisors Act on Form ADV, as of the date hereof, are true and correct and do not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Advisor agrees to maintain the completeness and accuracy of its registration on Form ADV, in accordance with all legal requirements relating to that Form. The Advisor acknowledges that it is an "investment advisor" to the Portfolio within the meaning of the 1940 Act and the Advisors Act. Advisor further agrees that it: a. will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b. will place orders pursuant to its investment determinations for the Portfolio either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, Advisor will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Advisor is hereby authorized, in its discretion, to purchase and sell portfolio securities to and from brokers and dealers who provide Advisor with research advice and other services. In no instance will portfolio securities be purchased from or sold to Advisor or any affiliated person of the Trust except as may be permitted under the 1940 Act; c. will make available appropriate persons for reviewing with representatives of the Trustees on a regular basis at reasonable times the management of the Portfolio, the performance of the Portfolio in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Trustees; d. will treat confidentially and as proprietary information provided by the Trust and all records and other information relative to the Trust, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust which approval shall not be unreasonably withheld and may not be withheld either where the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, or when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; e. will immediately notify the Trustees in the event that the Advisor or any of its affiliates: (i) becomes subject to a statutory disqualification that prevents the Advisor from serving pursuant to this Agreement; or (ii) is or expects to become the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Advisor has provided the information about itself set forth in the Registration Statement and acknowledges that, as of the date hereof, it is true and correct and contains no material misstatement or omission, and the Advisor further agrees to notify the Trustees or their representative immediately of, (i) any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Prospectus or Statement of Additional Information of the Trust or any amendment or supplement thereto, if the omission of such would make such document misleading, or (ii) any statement therein that becomes untrue in any material respect. f. will surrender promptly to the Trust any records or copies of records maintained for the Trust upon the Trust's request and will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisors Act for the periods specified in the Rule. g. furnish office facilities, equipment and general clerical services for the Trust, and, if desired by the Trust, permit members or employees of the Advisor to serve without compensation from the Trust, as trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. h. furnish the Trustees such periodic and special reports as the Board may request; and provide such other services reasonably requested by the Trust. The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. Although the Advisor's activities are subject to oversight by the Board of Trustees neither the Board or its officers evaluates the investment merits of the Advisor's individual security selections.

Services of Advisor. Subject always to the supervision of the Trustees, Advisor will furnish an investment program in respect of, and make investment decisions for all assets of the Portfolio and place all orders for the purchase and sale of securities, all on behalf of the Portfolio. In the performance of its duties, the Advisor will monitor the Portfolio's investments and: ; (a) will conform with all restrictions of the Trust's Declaration of Trust and By-Laws, the stated investment objectives, policiespolices, restrictions and procedures of the Portfolios adopted by the Trustees and set forth in the Trust's Prospectus, Statement of Additional Information and any resolutions of the Trustees, and all applicable Rules and Regulations of the Securities and Exchange Commission and in addition will conduct its activities under this Agreement in accordance with any applicable regulations of any governmental authority pertaining to its investment advisory activities. The Advisor will report to the Trustees with respect to the implementation of such program. Advisor represents that it is an investment advisor registered under the Investment Advisors Act of 1940 (the "Advisors Act") and other applicable Laws and that the statements contained in the Advisor's registration under the Advisors Act on Form ADV, as of the date hereof, are true and correct and do not omit to state any material fact required to be stated therein or necessary in order to make the statements therein not misleading. The Advisor agrees to maintain the completeness and accuracy of its registration on Form ADV, in accordance with all legal requirements relating to that Form. The Advisor acknowledges that it is an "investment advisor" to the Portfolio within the meaning of the 1940 Act and the Advisors Act. Advisor further agrees that it: a. will use the same skill and care in providing such services as it uses in providing services to fiduciary accounts for which it has investment responsibilities; b. will place orders pursuant to its investment determinations for the Portfolio either directly with the issuer or with any broker or dealer. In placing orders with brokers and dealers, Advisor will attempt to obtain the best combination of prompt execution of orders in an effective manner and at the most favorable price. Consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable Advisor is hereby authorized, in its discretion, to purchase and sell portfolio securities to and from brokers and dealers who provide Advisor with research advice and other services. In no instance will portfolio securities be purchased from or sold to Advisor or any affiliated person of the Trust except as may be permitted under the 1940 Act; c. will make available appropriate persons for reviewing with representatives of the Trustees on a regular basis at reasonable times the management of the Portfolio, the performance of the Portfolio in relation to standard industry indices, interest rate considerations and general conditions affecting the marketplace and will provide various other reports from time to time as reasonably requested by the Trustees; d. will treat confidentially and as proprietary information provided by the Trust and all records and other information relative to the Trust, and will not use such records and information for any purpose other than performance of its responsibilities and duties hereunder, except after prior notification to and approval in writing by the Trust which approval shall not be unreasonably withheld and may not be withheld either where the Advisor may be exposed to civil or criminal contempt proceedings for failure to comply, or when requested to divulge such information by duly constituted authorities, or when so requested by the Trust; e. will immediately notify the Trustees in the event that the Advisor or any of its affiliates: (i) becomes subject to a statutory disqualification that prevents the Advisor from serving pursuant to this Agreement; or (ii) is or expects to become the subject of an administrative proceeding or enforcement action by the SEC or other regulatory authority. The Advisor has provided the information about itself set forth in the Registration Statement and acknowledges that, as of the date hereof, it is true and correct and contains no material misstatement or omission, and the Advisor further agrees to notify the Trustees or their representative immediately of, (i) any material fact known to the Advisor respecting or relating to the Advisor that is not contained in the Prospectus or Statement of Additional Information of the Trust or any amendment or supplement thereto, if the omission of such would make such document misleading, or (ii) any statement therein that becomes untrue in any material respect. f. will surrender promptly to the Trust any records or copies of records maintained for the Trust upon the Trust's request and will preserve for the periods prescribed by Rule 31a-2 under the 1940 Act the records required to be maintained by Rule 31a-1 under the 1940 Act and to preserve the records required by Rule 204-2 under the Advisors Act for the periods specified in the Rule. g. furnish office facilities, equipment and general clerical services for the Trust, and, if desired by the Trust, permit members or employees of the Advisor to serve without compensation from the Trust, as trustees, officers or agents of the Trust if duly elected or appointed to such positions and subject to their individual consent and to any limitations imposed by law. h. furnish the Trustees such periodic and special reports as the Board may request; and provide such other services reasonably requested by the Trust. The Advisor shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. Although the Advisor's activities are subject to oversight by the Board of Trustees neither the Board or its officers evaluates the investment merits of the Advisor's individual security selections.