Common use of Sub-Adviser's Duties Clause in Contracts

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations for that portion of the Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of the Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for the Sub- Advised Assets and determine from time to time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by the Fund and what portion of the Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities and other financial instruments of the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the Sub-Adviser's compliance, with respect to its own trading, with the 1940 Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub- Adviser for its own trading to be held in an account marked as a "segregated account". (l) Some of the trading of the Sub-Adviser's investment program may be done in the Fund's wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser's consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: a. any potential legal or regulatory actions or litigation pertaining to the Sub- Adviser or any of its key employees and the disclosure of the results of those actions;

Sub-Adviser's Duties. Subject to the general supervision of the Trust's ’s Board of Trustees (the "“Board"”) and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations for that portion of the Fund's assets assigned Funds and the composition of the portfolio of securities and investments (including cash) belonging to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of the Sub-Adviser Assets Funds, including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the each Fund's ’s investment objectivesobjective, policies and restrictions as stated in the each Fund's most recent ’s then-current Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "“Prospectus"”) and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for the Sub- Advised Assets Funds and determine from time to time, with respect to the Sub-Advised Assets, time what investments or securities will be purchased, retained or sold by the Fund Funds and what portion of the Sub-Advised Assets assets belonging to the Funds will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement for the FundFunds, shall act in conformity with the most recent version Trust’s declaration of the Trust's Declaration of Trusttrust, its Byby-Laws laws and the each Fund's Prospectus that have been provided to it by the Adviser ’s prospectus and with the reasonable instructions and directions of the Trust's ’s Board of Trustees and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall determine the securities to be purchased or sold by the Funds and will place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities or financial instrumentssecurities, subject to Section section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions in securities and other financial instruments of the Sub-Advised Assets Funds and shall render to the Adviser and the Trust's ’s Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's ’s custodian and fund accountant on each business day with information about Fund transactions in the Funds’ securities and other financial instruments for which it is responsibletransactions, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the The Sub-Adviser shall respond as quickly as reasonably possible immediately to any request from the Adviser or the Fund's Funds’ fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund Funds’ accountant to determine net asset value and advise the fund Funds’ accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the The Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund Funds and in accordance with the Sub-Adviser's ’s proxy voting policy. The Sub-Adviser shall provided provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fundregulations. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its trust’s chief compliance officer an annual written report regarding the Sub-Adviser's ’s compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the Sub-Adviser's compliance, with respect to its own trading, with the 1940 Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub- Adviser for its own trading to be held in an account marked as a "segregated account". (l) Some of the trading of the Sub-Adviser's investment program may be done in the Fund's wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser's consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: a. any potential legal or regulatory actions or litigation pertaining to the Sub- Adviser or any of its key employees and the disclosure of the results of those actions;.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations and reinvestment for that portion of the Fund's ' assets that are assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of the Sub-Adviser Assets ), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's ' investment objectives, policies and restrictions as stated disclosed in the Fund's most recent Prospectus Prospectus, using similar or substantially similar investment strategies that, as of the date of this Agreement, are currently used by the Sub-Adviser with respect to the fund(s) listed on Schedule 1 hereto, and Statement any written investment guidelines of Additional Information the Fund that (i) have been approved by the Board, (ii) are disclosed in the Prospectus, and (iii) have been provided to the Sub-Adviser by Adviser (togetherAdviser, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for the Sub- Advised Assets and determine from time to time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by the Fund and what portion of the Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement Agreement, shall comply with the reasonable written instructions and directions of the Board, which instructions and directions shall not be inconsistent with the Prospectus, as the Adviser reasonably determines may be necessary or appropriate in order for the Fund, shall act Fund to be in conformity compliance with (i) the most recent version of the Trust's Declaration of Trust, its (ii) the Trust's By-Laws and Laws, (iii) the Fund's Prospectus that have been provided to it by investment objectives, policies and restrictions as stated in the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the AdviserProspectus, and will conform to and comply with the (iv) applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that the Sub-Adviser shall have no responsibility for monitoring any portion of the Fund's portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Fund's compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities or financial instrumentssecurities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions in securities and other financial instruments of the Sub-Advised Assets as it is required to maintain pursuant to Rules 31a-1 and 31a-2 under the 1940 Act. The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (f) The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions in securities under the Sub-Adviser's control as the custodian and other financial instruments for which it is responsible, and with such other information relating to the Trust as fund accountant may be required reasonably require under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible practicable to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect, but in no event shall the Sub-Adviser be responsible for determining the final valuation of an asset; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board. The Sub-Adviser shall provided provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying (the "code") to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust Board with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with applicable provisions of the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for regulations, which procedures have been reviewed and approved by the FundBoard of Trustees of the Trust. The Sub-Adviser shall shall, following the effective date of this Agreement, provide to the Trust's Chief Compliance Officer the an executive summary of its next completed annual written report regarding the Sub-Adviser's compliance programprogram within a reasonable time following preparation of such annual written report. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the The Sub-Adviser's compliance, with respect during the term of this Agreement, agrees to maintain its own trading, registration as an investment adviser with the 1940 SEC under the Advisers Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub- Adviser for its own trading to be held in an account marked as a "segregated account". (l) Some of the trading of the The Sub-Adviser's investment program may be done in , during the Fund's wholly owned subsidiaryterm of this Agreement, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser's consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its impede the ability of the Sub-Adviser to perform its obligations and services as described in this Agreement. Such circumstances, to be determined in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances's sole discretion, could include, but are not limited to, items such as: a. any potential legal litigation or regulatory actions or litigation pertaining to the Sub- Sub-Adviser or any of its key employees and any material operational disruptions caused by the disclosure loss of the results of those actions;functionality for key employees or systems. Section 3.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations and reinvestment for that portion of the Fund's Funds' assets that are assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of the Sub-Adviser Assets ), including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's Funds' investment objectives, policies and restrictions as stated disclosed in the Fund's most recent Prospectus Funds' Prospectus, using similar or substantially similar investment strategies that, as of the date of this Agreement, are currently used by the Sub-Adviser with respect to the Fund(s) listed on Schedule 1 hereto, and Statement any written investment guidelines of Additional Information the Funds that (i) have been approved by the Board, (ii) are disclosed in the Prospectus, and (iii) have been provided to the Sub-Adviser by Adviser (togetherAdviser, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for the Sub- Advised Assets and determine from time to time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by the Fund Funds and what portion of the Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement Agreement, shall comply with the reasonable written instructions and directions of the Board, which instructions and directions shall not be inconsistent with the Prospectus, as the Adviser reasonably determines may be necessary or appropriate in order for the Fund, shall act Funds to be in conformity compliance with (i) the most recent version of the Trust's Declaration of Trust, its By-Laws and the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of (ii) the Trust's Board of Trustees By-Laws, (iii) the Funds' investment objectives, policies and restrictions as stated in the AdviserProspectus, and will conform to and comply with the (iv) applicable requirements of the 1940 Act and all other applicable federal and state laws and regulations. The parties acknowledge and agree that the Sub-Adviser shall have no responsibility for monitoring any portion of the Funds' portfolio that is not being managed by Sub-Adviser, and that as a result the Sub-Adviser will not be responsible for the Funds' compliance with any requirements relating to its portfolio as a whole; (d) The Sub-Adviser shall place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities or financial instrumentssecurities, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the securities transactions in securities and other financial instruments of the Sub-Advised Assets as it is required to maintain pursuant to Rules 31a-1 and 31a-2 under the 1940 Act. The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (f) The Sub-Adviser (or the broker, at the Sub-Adviser's discretion) shall provide the Trust's custodian and fund accountant on each business day with information about Fund securities transactions in securities under the Sub-Adviser's control as the custodian and other financial instruments for which it is responsible, and with such other information relating to the Trust as fund accountant may be required reasonably require under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible practicable to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund Funds or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect, but in no event shall the Sub-Adviser be responsible for determining the final valuation of an asset; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund Funds may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy, a copy of which has been provided to the Board. The Sub-Adviser shall provided provide a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying (the "code") to ensure compliance with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust Board with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with applicable provisions of the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for regulations, which procedures have been reviewed and approved by the FundBoard of Trustees of the Trust. The Sub-Adviser shall shall, following the effective date of this Agreement, provide to the Trust's Chief Compliance Officer the an executive summary of its next completed annual written report regarding the Sub-Adviser's compliance programprogram within a reasonable time following preparation of such annual written report. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the The Sub-Adviser's compliance, with respect during the term of this Agreement, agrees to maintain its own trading, registration as an investment adviser with the 1940 SEC under the Advisers Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub- Adviser for its own trading to be held in an account marked as a "segregated account". (l) Some of the trading of the The Sub-Adviser's investment program may be done in , during the Fund's wholly owned subsidiaryterm of this Agreement, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser's consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its impede the ability of the Sub-Adviser to perform its obligations and services as described in this Agreement. Such circumstances, to be determined in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances's sole discretion, could include, but are not limited to, items such as: a. any potential legal litigation or regulatory actions or litigation pertaining to the Sub- Sub-Adviser or any of its key employees and any material operational disruptions caused by the disclosure loss of the results of those actions;functionality for key employees or systems. Section 3.

Sub-Adviser's Duties. Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Sub-Adviser shall, employing its discretion, manage the investment operations for that portion of the Fund's assets assigned to the Sub-Adviser by the Adviser (the "Sub-Advised Assets") as well as the notional trading size of the Sub-Adviser Assets , including the purchase, retention and disposition thereof and the execution of agreements relating thereto, in accordance with the Fund's investment objectives, policies and restrictions as stated in the Fund's most recent Prospectus and Statement of Additional Information that have been provided to Sub-Adviser by Adviser (together, the "Prospectus") and subject to the following understandings: (a) The Sub-Adviser shall furnish a continuous investment program for the Sub- Advised Assets and determine from time to time, with respect to the Sub-Advised Assets, what investments or securities will be purchased, retained or sold by the Fund and what portion of the Sub-Advised Assets will be invested or held uninvested as cash; (b) The Sub-Adviser shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Adviser, in the performance of its duties and obligations under this Agreement for the Fund, shall act in conformity with the most recent version of the Trust's Declaration of Trust, its By-Laws and the Fund's Prospectus that have been provided to it by the Adviser and with the reasonable instructions and directions of the Trust's Board of Trustees and the Adviser, and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations; (d) The Sub-Adviser shall place portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities or financial instruments, subject to Section 3 below; (e) The Sub-Adviser shall maintain books and records with respect to the transactions in securities and other financial instruments of the Sub-Advised Assets and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (f) The Sub-Adviser shall provide the Trust's custodian and fund accountant on each business day with information about Fund transactions in securities and other financial instruments for which it is responsible, and with such other information relating to the Trust as may be required under the terms of the then-current custody agreement between the Trust and the custodian; (g) With respect to the Sub-Advised Assets, the Sub-Adviser shall respond as quickly as reasonably possible to any request from the Adviser or the Fund's fund accountant for assistance in obtaining price sources for securities or other financial instruments held by the Fund or determining a price when a price source is not available, and shall periodically review the prices used by the fund accountant to determine net asset value and advise the fund accountant promptly if any price appears to be incorrect; (h) With respect to the Sub-Advised Assets, the Sub-Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Fund may be invested from time to time. Such proxies will be voted in a manner that the Sub-Adviser deems, in good faith, to be in the best interests of the Fund and in accordance with the Sub-Adviser's proxy voting policy. The Sub-Adviser shall provided a copy of its proxy voting policy, and any amendments thereto, to the Adviser prior to the execution of this Agreement; (i) The Sub-Adviser hereby represents that it has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the Trust with a copy of the code and evidence of its adoption. Within 45 days of the last calendar quarter of each year while this Agreement is in effect, the Sub-Adviser shall provide to the Board a written report that describes any issues arising under the code of ethics since the last report to the Board, including, but not limited to, information about material violations of the code and sanctions imposed in response to the material violations; and which certifies that the Sub-Adviser has adopted procedures reasonably necessary to prevent access persons (as that term is defined in Rule 17j-1) from violating the code; (j) The Sub-Adviser agrees to maintain adequate compliance procedures to ensure its compliance with the 1940 Act, the Investment Advisers Act of 1940, as amended, and other applicable federal and state regulations with respect to its trading for the Fund. The Sub-Adviser shall provide to the Trust's Chief Compliance Officer the executive summary of its annual written report regarding the Sub-Adviser's compliance program. (k) Unless and until the Sub-Adviser is otherwise informed in writing, it is intended that all Fund assets without exception serve as "segregated assets" for the Sub-Adviser's compliance, with respect to its own trading, with the 1940 Act's applicable rules of asset segregation. The Adviser shall therefore cause all assets of the Fund not allocated to the Sub- Adviser for its own trading to be held in an account marked as a "segregated account". (l) Some of the trading of the Sub-Adviser's investment program may be done in the Fund's wholly owned subsidiary, LCMFS Fund Limited, as determined by the Adviser with the Sub-Adviser's consent. (m) The Sub-Adviser shall promptly notify the Adviser of any circumstance that could reasonably be deemed to materially affect its ability to perform its obligations and services as described in the Sub-Advisory Agreement or that could have a negative impact on the Fund and the Adviser. Such circumstances, could include, but are not limited to, items such as: a. 1) any potential legal or regulatory actions or litigation pertaining to the Sub- Sub-Adviser or any of its key employees and the disclosure of the results of those actions;