Common use of SERVICES TO BE RENDERED BY SUB-ADVISER Clause in Contracts

SERVICES TO BE RENDERED BY SUB-ADVISER. (a) Subject always to the control of the Manager and the Trustees of the Trust and to such policies as the Trustees may determine, the Sub-Adviser agrees, at its expense, to assist the Manager with furnishing continuously an investment program for the Fund, pursuant to which the Sub-Adviser will be responsible for making investment decisions in respect of such portion of the Fund’s assets and placing orders for the purchase and sale of such portion of the Fund’s portfolio securities, in each case as the Manager may request from time to time. (b) In the performance of its duties as sub-adviser to the Fund, the Sub-Adviser will comply with the provisions of the Amended and Restated Agreement and Declaration of Trust (the “Declaration”) and By-laws of the Trust, the Fund’s stated investment objective, policies and restrictions, and applicable law. The Manager shall promptly provide the Sub-Adviser with a copy of any supplemented or amended Declaration and/or By-Laws. (c) The Sub-Adviser is authorized on behalf of the Fund to execute all agreements, instruments and documents that the Sub-Adviser believes are necessary or advisable in performing its duties in the management of the Fund’s assets and relate to the management of the Fund’s investments, including, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements. (d) In placing orders for the portfolio transactions of the Fund, the Sub-Adviser shall seek the best price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including, without limitation, the overall net economic result to the Fund (involving price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future and financial strength and stability of the broker. Subject to such policies as the Trustees may determine, the 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 or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. (e) The Sub-Adviser shall not be obligated under this Agreement to pay any expenses of the Trust or of the Fund not expressly assumed by the Sub-Adviser pursuant to this Agreement. (f) Notwithstanding any delegation to the Sub-Adviser of any duties or obligations of the Manager, no such delegation shall relieve the Manager of any of its duties or obligations under the Management Contract.

SERVICES TO BE RENDERED BY SUB-ADVISER. (a) Subject always to the control of the Manager and the Trustees of the Trust and to such policies as the Trustees may determine, the Sub-Adviser agrees, at its expense, to assist the Manager with furnishing continuously an investment program for the Fund, pursuant to which the Sub-Adviser will be responsible for making investment decisions in respect of such portion of the Fund’s assets and placing orders for the purchase and sale of such portion of the Fund’s portfolio securities, in each case as the Manager may request from time to time. (b) In the performance of its duties as sub-adviser to the Fundduties, the Sub-Adviser will comply with the provisions of the Amended and Restated Agreement and Declaration of Trust (the “Declaration”) and By-laws of the Trust, the Fund’s stated investment objective, policies and restrictions, and applicable law. The Manager shall promptly provide the Sub-Adviser with a copy of any supplemented or amended Agreement and Declaration of Trust and/or By-Laws. (c) The Sub-Adviser is authorized on behalf of the Fund to execute all agreements, instruments and documents that the Sub-Adviser believes are necessary or advisable in performing its duties in the management of the Fund’s assets and relate to the management of the Fund’s investments, including, without limitation, brokerage agreements, clearing agreements, account documentation, futures and option agreements, swap agreements, and other investment related agreements. (d) In placing orders for the portfolio transactions of the Fund, the Sub-Adviser shall seek the best price and execution available, except to the extent it may be permitted to pay higher brokerage commissions for brokerage and research services as described below. In using its best efforts to obtain for the Fund the most favorable price and execution available, the Sub-Adviser shall consider all factors it deems relevant, including, without limitation, the overall net economic result to the Fund (involving price paid or received and any commissions and other costs paid), the efficiency with which the transaction is effected, the ability to effect the transaction at all where a large block is involved, availability of the broker to stand ready to execute possibly difficult transactions in the future and financial strength and stability of the broker. Subject to such policies as the Trustees may determine, the 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 or dealer that provides brokerage and research services to the Sub-Adviser an amount of commission for effecting a portfolio investment transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction, if the 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 or dealer, viewed in terms of either that particular transaction or the Sub-Adviser’s overall responsibilities with respect to the Trust and to other clients of the Sub-Adviser as to which the Sub-Adviser exercises investment discretion. (e) The Sub-Adviser shall not be obligated under this Agreement to pay any expenses of the Trust or of the Fund not expressly assumed by the Sub-Adviser pursuant to this Agreement. (f) Notwithstanding any delegation to the Sub-Adviser of any duties or obligations of the Manager, no such delegation shall relieve the Manager of any of its duties or obligations under the Management Contract.