Common use of Sub-advisor’s Duties Clause in Contracts

Sub-advisor’s Duties. The Sub-Adviser shall formulate and implement a continuous investment program for the Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Investment Company’s Registration Statement. The Sub-Adviser’s duties hereunder are subject to the following understandings: (a) Subject to the supervision and control of the Adviser, the Sub-Adviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Amended and Restated Declaration of Trust dated April 14, 2014 as amended and restated from time to time, the (“Trust Agreement”), By-Laws, policies and procedures and Registration Statement of the Investment Company and with the instructions and directions of the Adviser, provided, however, that the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Sub-Adviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Sub-Adviser shall maintain books and records with respect to the Investment Company’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Sub-Adviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Sub-Adviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others.

Sub-advisor’s Duties. The Subject to the general supervision of the Board and the Manager, the Sub-Adviser shall formulate Advisor shall, employing its discretion, manage the investment operations of the Fund and implement a continuous investment program for the composition of the portfolio of securities and investments (including cash) belonging to the Fund, including the purchase, retention and disposition thereof and the execution of investments thereforagreements relating thereto, in accordance with the Fund’s investment objective objective, policies and policies restrictions as stated in the Investment CompanyFund’s Registration Statement. The Subthen-Adviser’s duties hereunder are current Prospectus and Statement of Additional Information (together, the “Prospectus”) and subject to the following understandings: (a) Subject to the supervision and control of the Adviser, the The Sub-Adviser Advisor shall furnish a continuous investment program for the Fund, Fund and determine from time to time what investments or securities will be purchased, retained or sold by the Fund, Fund and what portion of the assets belonging to the Fund will be invested or held uninvested as cash; (b) The Sub-AdviserAdvisor shall use its best judgment in the performance of its duties under this Agreement; (c) The Sub-Advisor, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Amended Trust’s Agreement and Restated Declaration of Trust dated April 14Trust, 2014 as amended and restated from time to time, the (“Trust Agreement”), its By-Laws, policies Laws and procedures and Registration Statement of the Investment Company its Prospectus and with the instructions and directions of the Adviser, provided, however, that the Sub-Adviser shall not be responsible for acting contrary to any Trust’s Board of the foregoing that are changed without notice of such change to the Sub-Adviser; Trustees and the Sub-Adviser shall Manager and will conform to and comply with the applicable requirements of the Investment Company Act of 1940, as amended (the “1940 Act, the Advisers Act ”) and all other applicable federal or and state laws, rules and regulations; (c) The Sub-Adviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Sub-Adviser Advisor shall determine the securities to be purchased or sold by the Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such securities, subject to Section 3 below; (e) The Sub-Advisor will be responsible for voting proxies with respect to securities held by the Fund and reporting the Fund’s proxy voting record to the Trust’s administrator in the form required by SEC Form N-PX; (f) The Sub-Advisor shall maintain books and records with respect to the Investment Company’s investment securities transactions of the Fund and shall render to the Adviser Manager and the Trust’s Board of Trustees such periodic and special reports as the Adviser Manager or the Board may reasonably request;; and (eg) The Sub-Adviser Advisor shall provide the Adviser Trust’s custodian with a list of all investment transactions such information relating to the Trust as reasonably requested by may be required under the Adviser; (f) The investment advisory services terms of the Subthen-Adviser with respect to current custody agreement between the Fund under this Agreement are not to be deemed exclusive, Trust and the Sub-Adviser shall be free to render similar services to otherscustodian.

Sub-advisor’s Duties. The Sub-Adviser shall formulate and implement a continuous investment program for the each Fund, including the purchase, retention and disposition of investments therefor, in accordance with the each Fund’s investment objective and policies as stated in the Investment Company’s Registration Statement. The Sub-Adviser’s duties hereunder are subject to the following understandings: (a) Subject to the supervision and control of the Adviser, the Sub-Adviser shall furnish a continuous investment program for the each Fund, determine from time to time what investments or securities will be purchased, retained or sold by the each Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Amended and Restated Declaration of Trust dated April 14, 2014 (as amended and restated from time to time, the (“Trust Agreement”), By-Laws, policies and procedures and Registration Statement of the Investment Company and with the instructions and directions of the Adviser, provided, however, that the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Sub-Adviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the a Fund and to such other clients; (d) The Sub-Adviser shall maintain books and records with respect to the Investment Company’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Sub-Adviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Sub-Adviser with respect to the a Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others.

Sub-advisor’s Duties. The Sub-Adviser shall formulate and implement a continuous investment program for the Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Investment Company’s Registration Statement. The Sub-Adviser’s duties hereunder are subject to the following understandings: (a) Subject to the supervision and control of the Adviser, the Sub-Adviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Amended and Restated Declaration of Trust dated April 14, 2014 (as amended and restated from time to time, the (“Trust Agreement”), By-Laws, policies and procedures and Registration Statement of the Investment Company and with the instructions and directions of the Adviser, provided, however, that the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Sub-Adviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in the best interest of a Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Sub-Adviser shall maintain books and records with respect to the Investment Company’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Sub-Adviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Sub-Adviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others.

Sub-advisor’s Duties. The Sub-Adviser shall formulate and implement a continuous investment program for the Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Investment Company’s Registration Statement. The Sub-Adviser’s duties hereunder are subject to the following understandings: (a) Subject to the supervision and control of the Adviser, the Sub-Adviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Sub-Adviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the [Second Amended and Restated Declaration of Master Trust Agreement dated April 14May 15, 2014 2012] (as amended and restated from time to time, the (“Master Trust Agreement”), By-Laws, policies and procedures and Registration Statement of the Investment Company and with the instructions and directions of the Adviser, provided, however, that the Sub-Adviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Sub-Adviser; and the Sub-Adviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Sub-Adviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Sub-Adviser deems the purchase or sale of an investment to be in the best interest of a the Fund as well as other clients, the Sub-Adviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Sub-Adviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Sub-Adviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Sub-Adviser shall maintain books and records with respect to the Investment Company’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Sub-Adviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Sub-Adviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Sub-Adviser shall be free to render similar services to others.