Common use of UNDERTAKINGS OF SUBADVISER Clause in Contracts

UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it will: (i) At all times be duly registered as an investment adviser under the Investment Advisers Act of 1940 and be duly registered and qualified under other securities legislation in each jurisdiction where such registration or qualification is required, whether as portfolio manager, investment counsel or such other category as may be required; (ii) Comply with the 1940 Act and with all applicable rules and regulations of the Securities and Exchange Commission, the provisions of the Internal Revenue Code relating to regulated investment companies, applicable banking laws and regulations, and policy decisions and procedures adopted by the Board of Trustees from time to time; (iii) Select broker-dealers in accordance with guidelines established by the Board of Trustees from time to time and in accordance with applicable law (consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Subadviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Subadviser with research advice and other services); (iv) Maintain books and records with respect to the securities transactions of the Funds; (v) Treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust or to prior, present or potential shareholders, and will not use such records or information for any purpose other than in the performance of its responsibilities and duties hereunder, except (A) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, (B) when so requested by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial request, requirement or order, provided that the Subadviser takes reasonable steps to provide the Trust with prior notice in order to allow the Trust to contest such request, requirement or order.

UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it will: (i) At all times be duly registered as an investment adviser under the Investment Advisers Act of 1940 and be duly registered and qualified under other securities legislation in each jurisdiction where such registration or qualification is required, whether as portfolio manager, investment counsel or such other category as may be required; (ii) Comply with the 1940 Act and with all applicable rules and regulations of the Securities and Exchange Commission, the provisions of the Internal Revenue Code relating to regulated investment companies, applicable banking laws and regulations, and policy decisions and procedures adopted by the Board of Trustees from time to time; (iii) Select broker-dealers in accordance with guidelines established by the Board of Trustees Directors from time to time and in accordance with applicable law (consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Subadviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Subadviser with research advice and other services); (iv) Maintain books and records with respect to the securities transactions of the Funds; (v) Treat confidentially and as proprietary information of the Trust Company all records and other information relative to the Trust Company or to prior, present or potential shareholders, and will not use such records or information for any purpose other than in the performance of its responsibilities and duties hereunder, except (A) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld, (B) when so requested by the TrustCompany, (C) as required by tax authorities or (D) pursuant to a judicial request, requirement or order, provided that the Subadviser takes reasonable steps to provide the Trust Company with prior notice in order to allow the Trust Company to contest such request, requirement or order.

UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it will: (i) At all times be duly registered as an investment adviser under the Investment Advisers Act of 1940 and be duly registered and qualified under other securities legislation in each jurisdiction where such registration or qualification is required, whether as portfolio manager, investment counsel or such other category as may be required; (ii) Comply with the 1940 Act and with all applicable rules and regulations of the Securities and Exchange Commission, the provisions of the Internal Revenue Code relating to regulated investment companies, applicable banking laws and regulations, and policy decisions and procedures adopted by the Board of Trustees from time to time; (iii) Select broker-dealers in accordance with guidelines established by the Board of Trustees Directors from time to time and in accordance with applicable law (consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Subadviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Subadviser with research advice and other services); (iv) Maintain books and records with respect to the securities transactions of the Funds; (v) Treat confidentially and as proprietary information of the Trust Company all records and other information relative to the Trust Company or to prior, present or potential shareholders, and will not use such records or information for any purpose other than in the performance of its responsibilities and duties hereunder, except (A) after prior notification to and approval in writing by the TrustCompany, which approval shall not be unreasonably withheld, (B) when so requested by the TrustCompany, (C) as required by tax authorities or (D) pursuant to a judicial request, requirement or order, provided that the Subadviser takes reasonable steps to provide the Trust Company with prior notice in order to allow the Trust Company to contest such request, requirement or order.

UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it will: (i) At all times be duly registered as an investment adviser under the Investment Advisers Act of 1940 and be duly registered and qualified under other securities legislation in each jurisdiction where such registration or qualification is required, whether as portfolio manager, investment counsel or such other category as may be required; (ii) Comply with the 1940 Act and with all applicable rules and regulations of the Securities and Exchange Commission, the provisions of the Internal Revenue Code relating to regulated investment companies, applicable banking laws and regulations, and policy decisions and procedures adopted by the Board of Trustees from time to time; (iii) Select broker-dealers in accordance with guidelines established by the Board of Trustees from time to time and in accordance with applicable law (consistent with this obligation, when the execution and price offered by two or more brokers or dealers are comparable, the Subadviser may, in its discretion, purchase and sell portfolio securities to and from brokers and dealers who provide the Subadviser with research advice and other services); (iv) Maintain books and records with respect to the securities transactions of the FundsFund; (v) Treat confidentially and as proprietary information of the Trust all records and other information relative to the Trust or to prior, present or potential shareholders, and will not use such records or information for any purpose other than in the performance of its responsibilities and duties hereunder, except (A) after prior notification to and approval in writing by the Trust, which approval shall not be unreasonably withheld, (B) when so requested by the Trust, (C) as required by tax authorities or (D) pursuant to a judicial request, requirement or order, provided that the Subadviser takes reasonable steps to provide the Trust with prior notice in order to allow the Trust to contest such request, requirement or order.