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 Advisers Act 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) In the name of the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as set forth in the Fund's then current Prospectus and Statement of Additional Information, as amended from time to time, and under the 1933 Act and the 1940 Act. In placing orders or directing the placement of orders for the execution of portfolio transactions, the Subadviser shall select brokers and dealers for the execution of the Fund's transactions. In selecting brokers or dealers to execute such orders, the Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Subadviser's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Subadviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined in

UNDERTAKINGS OF SUBADVISER. The Subadviser further agrees that it will: (i) At all times be duly registered as an investment adviser under the Advisers Act 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) In the name of the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as set forth in the Fund's then current Prospectus and Statement of Additional Information, as amended from time to time, and under the 1933 Act and the 1940 Act. In placing orders or directing the placement of orders for the execution of portfolio transactions, the Subadviser shall select brokers and dealers for the execution of the Fund's transactions. In selecting brokers or dealers to execute such orders, the Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Subadviser's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Subadviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined inin Section 28(e)) provided by such broker, viewed in terms either of the Fund's or the Subadviser's overall responsibilities to the Subadviser's discretionary accounts; (iv) Maintain books and records with respect to the securities transactions of the Fund; (v) Notify the Portfolio Management Agent within five business days of any change in the Subadviser's directors and senior officers, and of any anticipated action that would constitute an "assignment" of this Agreement under the 1940 Act; and (vi) 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 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 4 applicable law, 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 Advisers Act 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) In the name of the Fund, place or direct the placement of orders for the execution of portfolio transactions in accordance with the policies with respect thereto, as set forth in the Fund's then current Prospectus and Statement of Additional Information, as amended from time to time, and under the 1933 Act and the 1940 Act. In placing orders or directing the placement of orders for the execution of portfolio transactions, the Subadviser shall select brokers and dealers for the execution of the Fund's transactions. In selecting brokers or dealers to execute such orders, the Subadviser is expressly authorized to consider the fact that a broker or dealer has furnished statistical, research or other information or services which enhance the Subadviser's investment research and portfolio management capability generally. It is further understood in accordance with Section 28(e) of the Securities Exchange Act of 1934, as amended, that the Subadviser may negotiate with and assign to a broker a commission which may exceed the commission which another broker would have charged for effecting the transaction if the Subadviser determines in good faith that the amount of commission charged was reasonable in relation to the value of brokerage and/or research services (as defined inin Section 28(e)) provided by such broker, viewed in terms either of the Fund's or the Subadviser's overall responsibilities to the Subadviser's discretionary accounts; (iv) Maintain books and records with respect to the securities transactions of the Fund; (v) Notify the Portfolio Management Agent within five business days of any change in the Subadviser's directors and senior officers, and of any anticipated action that would constitute an "assignment" of this Agreement under the 1940 Act; and (vi) 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 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 applicable law, 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.