Common use of Valuation of Sub-Advisor Assets Clause in Contracts

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event that the Sub-Advisor determines that a material breach of the Investment Guidelines has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to take reasonable steps to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines that a material breach of significant event (as described in the Investment Guidelines Fund's Valuation and Liquidity Procedures) has occurred with respect to one or more securities held in the Sub-Advisor AssetsAssets such that, in the Sub-Advisor's reasonable judgment, the price of the security(ies) as of the close of trading is not a valid indicator of the value of the security(ies). [this language is essential to the Valuation Committee's operations as this Committee requires the cooperation of subadvisors to notify it of any significant event relating to the Fund's ability to value a portfolio security and is a specific obligation of subadvisors as described further in the Procedures.] As requested by the Advisor or the Trust’s 's Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s 's pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s 's Valuation Procedures as presented to the Sub Advisor in advance in writing Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s 's Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “"Securities Act”"), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor Subadvisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor Subadvisor and Mercer or its designee in the event on any day that the Sub-Advisor Subadvisor determines that a material breach of the Investment Guidelines significant event has occurred with respect to one or more securities held in the Sub-Advisor AssetsAssets that cause the Sub-Subadvisor to revalue a security. As requested by the Advisor Subadvisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor Subadvisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor Subadvisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio, provided, however, that the Subadvisor acknowledges that the Sub-Subadvisor may be contractually limited in the information it is able to provide. Such assistance may include fair value pricing of portfolio securities, as requested by the AdvisorSubadvisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and Subadvisor agrees that, with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor Subadvisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor Subadvisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor Subadvisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder. The Subadvisor acknowledges and agrees that the Trust’s custodian is responsible for advising or taking action, including filing proof of claim forms, on behalf of the Fund in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in Sub-Advisor Assets or the issuers of those securities.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor provide reasonable assistance to the Advisor, custodian or pricing agent for the Fund in determining or confirming, consistent with the Trust’s Valuation Procedures, the value of any Sub-Advisor Assets for which the Advisor, custodian or pricing agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor in the event the Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in the Sub-Advisor Assets and pursuant to promptly notify the Sub-Advisor’s procedures for determining the fair value of a security; (iii) upon the request of the Advisor or its designee custodian, assisting in the event that the Subobtaining bids and offers or quotes from broker/dealers or market-Advisor determines that a material breach of the Investment Guidelines has occurred makers with respect to one or more securities held in the Sub-Advisor Assets. As requested by ; and (iv) upon the request of the Advisor or the Trust’s Valuation Committee custodian, confirming pricing and providing suggestions for fair valuations in accordance with the Trust’s Valuation Procedures, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event that the Sub-Advisor determines that a material breach of the Investment Guidelines has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor hereby agrees to provide reasonable additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing determining or confirming the value of any of the Sub-Advisor Assets held in the portfolio. Such assistance may include providing recommendations for fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Sub-Advisor in advance in writing writing, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities lawsFederal Securities Laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines that a material breach of the Investment Guidelines significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. For purposes of this Agreement a “significant event” shall be based on the parameters outlined in the Valuation Procedures. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge Notwithstanding the above, the Advisor acknowledges and agrees that the Sub-Advisor Adviser does not serve as the Fund’s pricing agent and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed any information supplied by the Sub-Advisor but held for accounts other than Adviser is supplementary to the TrustFund’s valuation determination. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Sub‑Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor Sub‑Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.