Common use of Sub-Adviser Duties Clause in Contracts

Sub-Adviser Duties. Subject to the supervision of the Board and the Adviser, the Sub-Adviser will provide a continuous investment program for the Fund’s portfolio and determine in its discretion the composition of the assets of the Fund’s portfolio, including with respect to the purchase, retention, and sale of the securities, cash, and other investments in the portfolio. The Sub-Adviser will provide investment research and conduct an ongoing program of evaluation, investment, sales and reinvestment of the Fund’s assets and determine the securities and other investments that shall be purchased, sold, closed, or exchanged for the Fund, when these transactions should be executed, and what portion of the assets of the Fund should be held in such securities and investments. Subject to all other terms of this Agreement, including, without limitation, Section 2(a), the Sub-Adviser will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement as it relates to the Fund filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended (the “Registration Statement”), copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment, as well as with investment parameters for the Fund (including portfolio risk limits) to be agreed upon in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees (in all cases subject to the other terms of this Agreement, including, without limitation Section 1) as follows: a. The Sub-Adviser will abide by: (i) the 1940 Act and all rules and regulations thereunder, and all other applicable federal and state laws and regulations; (ii) any applicable procedures adopted by the Board; (iii) the provisions of the Registration Statement applicable to the Fund; and (iv) with the Sub-Adviser’s compliance policies and procedures as are approved by the Adviser. b. The Sub-Adviser will manage the Fund so that it meets the income and asset diversification requirements of Section 851 of the U.S Internal Revenue Code of 1986, as amended (the “Code”). c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities in the Fund’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Adviser and provided further that the proxies that have been voted by the Sub-Adviser for the Fund shall be subject to review by the Adviser and the Board upon request. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Fund to the Adviser, or any third party agent designated by the Adviser (currently Broadridge), in a timely manner for inclusion in the Fund’s requisite Form N-PX. d. In connection with the purchase and sale of securities for the Fund, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. e. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the value of any portfolio securities or other assets of the Fund for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser, and will otherwise perform the activities of a Fund sub-adviser as described in the Fund’s valuation procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. f. Following the end of each of the Fund’s fiscal periods, the Sub-Adviser will assist the Adviser in preparing any reports required by applicable rules and regulations, such as Form N-CSR, Form-NSAR and Form N-Q, as well as the letter to shareholders containing a discussion of those factors referred to in Item 27 of Form N-1A. The Sub-Adviser will also provide periodic commentaries regarding the Fund as reasonably requested by the Adviser (to be subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof). The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, letter or commentary as is reasonably requested by the Trust, a current form of which has been provided to the Sub-Adviser. g. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Adviser, risk management and related analytic reports and such other reports as mutually agreed upon by the Adviser and the Sub-Adviser. For purposes of this Agreement, “business day” means any day other than (a) Saturday and Sunday, and (b) any other day on which the New York Stock Exchange is closed. h. The Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. i. The Sub-Adviser will provide for consideration at meetings of the Board on the investment program for the Fund and the issuers and securities represented in the Fund’s portfolio, and will furnish the Board or the Adviser with such periodic and special reports as the Board or the Adviser may reasonably request. j. The Sub-Adviser will maintain insurance for its directors and officer and errors and omissions insurance in an adequate amount. The Sub-Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by the Adviser, but agrees to deliver to the Custodian any notices it received relating to such claims. k. The Sub-Adviser shall conduct its business at all times consistent with its status as a fiduciary to the Fund and its shareholders.

Sub-Adviser Duties. The Adviser hereby authorizes the Sub-Adviser, in its discretion and without prior consultation with the Adviser, to buy, sell, lend and otherwise trade in any stocks, bonds, instruments, financial contracts and other investment assets ("Securities") on behalf of the Fund. Subject to the supervision of the Board Adviser and the AdviserTrust, the Sub-Adviser will provide a continuous manage the investment program for operations of the Fund’s portfolio Fund and determine in its discretion the composition of the assets of the Fund’s 's portfolio, including with respect to the purchase, retentionretention and disposition of, and sale exercise of all rights pertaining to, the securities, cash, and other investments in Securities comprising the portfolioFund. The Sub-Adviser will provide investment research and conduct an ongoing program may invest the Fund in such proportions of evaluationstocks, investmentbonds, sales and reinvestment of the Fund’s assets and determine the securities instruments, financial contracts, cash and other investments that shall be purchased, sold, closed, or exchanged for the Fund, when these transactions should be executed, and what portion of the investment assets of the Fund should be held in such securities and investments. Subject to all other terms of this Agreement, including, without limitation, Section 2(a), as the Sub-Adviser will provide shall determine, and may dispose of Securities without regard to the services under this Agreement in accordance with length of time the Securities have been held, the resulting rate of portfolio turnover or any tax considerations; provided, that all investments shall conform with: (a) the Fund’s 's investment objective or objectives, policies, limitations, procedures and restrictions as stated guidelines set forth in the documents listed on Schedule 1 to this Agreement; (b) any additional objectives, policies or guidelines approved by the Sub-Adviser and adopted by the Adviser or by the Trust’s Registration Statement as it relates ; (c) the provisions of Section 851 of the Internal Revenue Code ("IRC") applicable to "regulated investment companies"; (d) the diversification requirements specified in Section 817(h) of the IRC, and the regulations thereunder; and (e) the provisions of the Investment Company Act of 1940 (the "1940 Act") and the rules and regulations thereunder applicable to the Fund Fund. (i) Shall not disclose or use any records or information obtained pursuant to this Agreement (excluding investment research and investment advice) in any manner whatsoever except as expressly authorized in this Agreement or in the ordinary course of business in connection with placing orders for the purchase and sale of securities, and shall keep confidential any information obtained pursuant to the Agreement, and disclose such information only if the Trust has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. The Trust and the Adviser shall not disclose or use any records or information respecting the Sub- Adviser obtained pursuant to this Agreement in any manner whatsoever except as expressly authorized in this Agreement, and shall keep confidential any information obtained pursuant to this Agreement, and disclose such information only as expressly authorized in this Agreement, if the Trust has authorized such disclosure, or if such disclosure is required by applicable federal or state law or regulations or regulatory authorities having the requisite authority. (ii) Shall be responsible for making reasonable inquiries and for reasonably ensuring that any employee of the Sub-Adviser has not, to the best of the Sub-Adviser's knowledge: (1) been convicted, in the last ten (10) years, of any felony or misdemeanor involving the purchase or sale of any security or arising out of such person's conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesperson, or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act; or (2) been permanently or temporarily enjoined by reason of any misconduct, by order, judgment, or decree of any court of competent jurisdiction from acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the Commodity Exchange Act, or as an affiliated person, salesperson or employee of any investment company, bank, insurance company, or entity or person required to be registered under the Commodity Exchange Act or from engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security. (iii) Shall provide to Adviser and the Trust by April 1 of each calendar year a copy of the Sub-Adviser's Form ADV as amended and most recently filed with the U.S. Securities and Exchange Commission (the “"SEC”), as amended (the “Registration Statement”), copies ") and a list of which shall be sent to persons who the Sub-Adviser by the Adviser prior has authorized to the commencement give written and/or oral instructions to custodians of this Agreement and promptly following any such amendment, as well as with investment parameters for the Fund (including portfolio risk limits) to be agreed upon in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees (in all cases subject to the other terms of this Agreement, including, without limitation Section 1) as follows: a. The Sub-Adviser will abide by: (i) the 1940 Act and all rules and regulations thereunder, and all other applicable federal and state laws and regulations; (ii) any applicable procedures adopted by the Board; (iii) the provisions of the Registration Statement applicable to the Fund; and (iv) with the Sub-Adviser’s compliance policies and procedures as are approved by the Adviser. b. The Sub-Adviser will manage the Fund so that it meets the income and asset diversification requirements of Section 851 of the U.S Internal Revenue Code of 1986, as amended (the “Code”). c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities in the Fund’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Adviser and provided further that the proxies that have been voted by the Sub-Adviser for the Fund shall be subject to review by the Adviser and the Board upon request. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Fund to the Adviser, or any third party agent designated by the Adviser (currently Broadridge), in a timely manner for inclusion in the Fund’s requisite Form N-PX. d. In connection with the purchase and sale of securities assets for the Fund, the Sub-Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. e. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the value of any portfolio securities or other assets of the Fund for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser, and will otherwise perform the activities of a Fund sub-adviser as described in the Fund’s valuation procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. f. Following the end of each of the Fund’s fiscal periods, the Sub-Adviser will assist the Adviser in preparing any reports required by applicable rules and regulations, such as Form N-CSR, Form-NSAR and Form N-Q, as well as the letter to shareholders containing a discussion of those factors referred to in Item 27 of Form N-1A. The Sub-Adviser will also provide periodic commentaries regarding the Fund as reasonably requested by the Adviser (to be subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof). The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, letter or commentary as is reasonably requested by the Trust, a current form of which has been provided to the Sub-Adviser. g. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Adviser, risk management and related analytic reports and such other reports as mutually agreed upon by the Adviser and the Sub-Adviser. For purposes of this Agreement, “business day” means any day other than (a) Saturday and Sunday, and (b) any other day on which the New York Stock Exchange is closed. h. The Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. i. The Sub-Adviser will provide for consideration at meetings of the Board on the investment program for the Fund and the issuers and securities represented in the Fund’s portfolio, and will furnish the Board or the Adviser with such periodic and special reports as the Board or the Adviser may reasonably request. j. The Sub-Adviser will maintain insurance for its directors and officer and errors and omissions insurance in an adequate amount. The Sub-Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by the Adviser, but agrees to deliver to the Custodian any notices it received relating to such claims. k. The Sub-Adviser shall conduct its business at all times consistent with its status as a fiduciary to the Fund and its shareholders.

Sub-Adviser Duties. Subject to the supervision of the Board and the Adviser, the Sub-Sub- Adviser will provide a continuous investment program for the Fund’s portfolio and determine in its discretion the composition of the assets of the Fund’s portfolio, including with respect to the purchase, retention, and sale of the securities, cash, and other investments in the portfolio. The Sub-Adviser will provide investment research and conduct an ongoing program of evaluation, investment, sales and reinvestment of the Fund’s assets and determine the securities and other investments that shall be purchased, sold, closed, or exchanged for the Fund, when these transactions should be executed, and what portion of the assets of the Fund should be held in such securities and investments. Subject to all other terms of this Agreement, including, without limitation, Section 2(a), the Sub-Adviser will provide the services under this Agreement in accordance with the Fund’s investment objective or objectives, policies, and restrictions as stated in the Trust’s Registration Statement as it relates to the Fund filed with the U.S. Securities and Exchange Commission (the “SEC”), as amended (the “Registration Statement”), copies of which shall be sent to the Sub-Adviser by the Adviser prior to the commencement of this Agreement and promptly following any such amendment, as well as with investment parameters for the Fund (including portfolio risk limits) to be agreed upon in writing from time to time by the Adviser and the Sub-Adviser. The Sub-Adviser further agrees (in all cases subject to the other terms of this Agreement, including, without limitation Section 1) as follows: a. The Sub-Adviser will abide by: (i) the 1940 Act and all rules and regulations thereunder, and all other applicable federal and state laws and regulations; (ii) any applicable procedures adopted by the Board; (iii) the provisions of the Registration Statement applicable to the Fund; and (iv) with the Sub-Adviser’s compliance policies and procedures as are approved by the Adviser. b. The Sub-Adviser will manage the Fund so that it meets the income and asset diversification requirements of Section 851 of the U.S Internal Revenue Code of 1986, as amended (the “Code”). c. The Sub-Adviser shall exercise voting authority with respect to proxies that the Fund is entitled to vote with regard to securities in the Fund’s portfolio, provided that such authority may be revoked in whole or in part by the Adviser at any time upon written notice to the Sub-Sub- Adviser and provided further that the proxies that have been voted by the Sub-Adviser for the Fund shall be subject to review by the Adviser and the Board upon request. The Sub-Adviser shall exercise its proxy voting authority hereunder in accordance with such proxy voting policies and procedures of the Sub-Adviser as are approved by the Adviser and the Board. The Sub-Adviser shall provide such information relating to its exercise of proxy voting authority hereunder (including the manner in which it has voted proxies and its resolution of conflicts of interest) as reasonably requested by the Adviser from time to time. The Sub-Adviser shall provide the proxy voting history for the Fund to the Adviser, or any third party agent designated by the Adviser (currently Broadridge), in a timely manner for inclusion in the Fund’s requisite Form N-PX. d. In connection with the purchase and sale of securities for the Fund, the Sub-Sub- Adviser will arrange for the transmission to the custodian for the Trust (the “Custodian”) on a daily basis such confirmation, trade tickets, and other documents and information, including, but not limited to, Cusip, Cedel, or other numbers that identify securities purchased or sold on behalf of the Fund, as may be reasonably necessary to enable the Custodian to perform its administrative and recordkeeping responsibilities with respect to the Trust. e. The Sub-Adviser will assist the Custodian in determining or confirming, consistent with the procedures and policies stated in the Registration Statement or adopted by the Board, the value of any portfolio securities or other assets of the Fund for which the Custodian seeks assistance from or identifies for review by the Sub-Adviser, and will otherwise perform the activities of a Fund sub-adviser as described in the Fund’s valuation procedures. The parties acknowledge that the Sub-Adviser is not a custodian of the Trust’s assets and will not take possession or custody of such assets. f. Following the end of each of the Fund’s fiscal periods, the Sub-Adviser will assist the Adviser in preparing any reports required by applicable rules and regulations, such as Form N-N- CSR, Form-NSAR and Form N-Q, as well as the letter to shareholders containing a discussion of those factors referred to in Item 27 of Form N-1A. The Sub-Adviser will also provide periodic commentaries regarding the Fund as reasonably requested by the Adviser (to be subject to review and editing by the Adviser and further subject to the terms of Section 7 hereof). The Sub-Adviser also will provide to the Trust any certifications relating to the content of any such report, letter or commentary as is reasonably requested by the Trust, a current form of which has been provided to the Sub-Adviser. g. The Sub-Adviser will complete and deliver to the Adviser for each quarter by the 5th business day of the following quarter a written compliance checklist in a form provided by the Adviser, risk management and related analytic reports and such other reports as mutually agreed upon by the Adviser and the Sub-Adviser. For purposes of this Agreement, “business day” means any day other than (a) Saturday and Sunday, and (b) any other day on which the New York Stock Exchange is closed. h. The Sub-Adviser will make available to the Trust and the Adviser, promptly upon request, any of the Fund’s investment records and ledgers maintained by the Sub-Adviser (which shall not include the records and ledgers maintained by the Custodian or portfolio accounting agent for the Trust) as are necessary to assist the Trust and the Adviser to comply with requirements of the 1940 Act and the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and the rules under each, as well as other applicable laws. The Sub-Adviser will furnish to regulatory authorities having the requisite authority any information or reports in connection with such services in respect to the Fund which may be requested in order to ascertain whether the operations of the Fund are being conducted in a manner consistent with applicable laws and regulations. i. The Sub-Adviser will provide for consideration at meetings of the Board on the investment program for the Fund and the issuers and securities represented in the Fund’s portfolio, and will furnish the Board or the Adviser with such periodic and special reports as the Board or the Adviser may reasonably request. j. The Sub-Adviser will maintain insurance for its directors and officer and errors and omissions insurance in an adequate amount. The Sub-Adviser will not be responsible for filing claims in class action settlements related to securities currently or previously held by that portion of the Fund allocated to it by the Adviser, but agrees to deliver to the Custodian any notices it received relating to such claims. k. The Sub-Adviser shall conduct its business at all times consistent with its status as a fiduciary to the Fund and its shareholders.