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, 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 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-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, the Sub-Advisor hereby agrees to provide reasonable additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s 's pricing agents in determining or confirming the value of any of the valuing 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 's Valuation Procedures as presented to the Sub-Advisor in advance in writingProcedures, 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 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 that the Sub-Advisor determines believes that a material breach of the Investment Guidelines significant event has occurred with respect to one or more securities held in any Sub-Advisor Assets that causes the Sub-Advisor Assetsto believe that the price of any Sub-Advisor Asset is materially different than the price of such Sub-Advisor Asset given to the Sub-Advisor by the Trust’s pricing agent. As requested by the Advisor or the Trust’s Valuation Committee, 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 determining or confirming the value of any of the valuing Sub-Advisor Assets held in the portfolio, provided that such assistance would not violate any applicable law or contractual obligation of the Sub-Advisor. 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-Advisor in advance in writingProcedures, 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. As reasonably requested by the Advisor or the Trust’s Valuation Committee, 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 determining or confirming the value of any of the valuing Sub-Advisor Assets held in the portfolio. Such assistance may include providing recommendations for a recommendation of fair value pricing of for portfolio securities, as requested by the Advisor. The Notwithstanding the foregoing, the Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining Fund, the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to Trust or the Sub-Advisor Assets, the . The Sub-Advisor agrees that it will act, at all times, assist the Advisor in accordance demonstrating the Advisor’s compliance with specific elements of the Trust’s Valuation Procedures as presented to that are communicated and agreed with the Sub-Advisor in advance in writingof adoption. The Advisor further acknowledges that any certain information, and will provide such certifications data or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably analyses may be requested, from time proprietary to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and or otherwise consist of nonpublic information, agrees that nothing in this Agreement shall require the custodian Sub-Advisor to provide any information, data or recordkeeping agent analyses in contravention of the Trust may use different pricing vendorsapplicable legal or contractual requirements, which may result in valuation discrepancies and, with respect to (i) on any information that is provided, agrees to use any such information only for the one hand, the purpose of pricing 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 Trustto maintain their confidentiality. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such respond to reasonable requests for information or perform such additional acts as are customarily performed by a Sub-Advisor and that 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. Notwithstanding the foregoing, the Advisor acknowledges that it is ultimately responsible for such obligations.

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 CommitteeCommittee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor and its valuation delegate hereby agrees agree to provide reasonable additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in determining or confirming the value of any of the valuing 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 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 CommitteeCommittee and in accordance with the Trust’s Valuation Procedures, 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 determining or confirming the value of any of the valuing 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 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, the Sub-Advisor Subadvisor hereby agrees to provide reasonable additional assistance to the Valuation Committee of the Trust, the Advisor Subadvisor and the Trust’s pricing agents in determining or confirming the value of any of the 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 providing recommendations for 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 writingProcedures, 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 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. 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 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 CommitteeCommittee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor and its valuation delegate hereby agrees agree to provide reasonable additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in determining or confirming the value of any of the valuing 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 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.