Common use of Adviser's Duties Clause in Contracts

Adviser's Duties. (a) Subject to the supervision of the Fund’s Board of Directors, the Adviser will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios, including determination of the purchase, retention, or sale of the securities, cash and other investments contained in the Portfolios. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Portfolios’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which they may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the investment policies of a Portfolio, the Adviser shall make decisions for the Portfolios in relation to all manner of investments and, as to foreign currency matters, the Adviser will make determinations with respect to and, if appropriate, execute and perform foreign currency exchange contracts on behalf of the Portfolios. The Adviser will provide the services under this Agreement in accordance with each Portfolio’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, and with the Investment Advisers Act of 1940 (the “1940 Act”) and the provisions of the Internal Revenue Code relating to regulated investment companies. (b) The Adviser also shall provide to the officers of the Fund administrative assistance in connection with the operation of the Fund and Portfolios, which shall include (i) compliance with all reasonable requests of the Fund for information, including information required in connection with the Fund’s filings with SEC, the Internal Revenue Service and state securities and/or insurance commissions, and (ii) such other services as the Fund’s officers shall, from time to time, determine to be necessary or useful to the administration of the Fund and the Portfolios. (c) The Adviser shall place orders for the purchase and sale of securities, futures and option contracts, and other assets. The Adviser is authorized to select brokers, dealers, and futures commission merchants and to open and maintain brokerage accounts and trading accounts for the purchase and sale of securities and future and options contracts with such broker dealers and futures commission merchants for and on behalf of the Portfolios in accordance with any procedures established by the Adviser and the Fund’s Board of Directors. (d) The Adviser shall furnish to the Fund’s Board of Directors periodic reports on the investment performance of the Portfolios and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Fund’s officers or Board of Directors shall reasonably request. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its adviser clients or accounts, the Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Adviser may also, on occasion, purchase or sell a particular security for one or more clients or accounts in different amounts. On either occasion, and to the extent permitted by applicable law and regulation, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser and consistent with its fiduciary obligation to the Fund and to such other customers or accounts. (f) The Adviser’s primary consideration in effecting a security transaction for a Portfolio will be to obtain the best execution for the Portfolio, taking into account the factors specified in the prospectus and statement of additional information for the Fund, which include, among other things, price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market of the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligation to the Fund, by other aspects of the execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason if its having caused a Portfolio to pay a broker-dealer for effecting an investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Portfolio and to its other clients and/or accounts as to which it exercised investment discretion. To the extent consistent with these standards, the Adviser is further authorized to allocate the orders placed by it on behalf of a Portfolio to the Adviser if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such broker and dealer who also provide research or statistical material, or other services to the Fund, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Fund indicating the broker-dealers to which such allocation have been made and the basis therefore. (g) In connection with the purchase and sale of securities of each Portfolio, the Adviser will arrange for the transmission to the Fund’s custodian, or other agent, on a daily basis, such confirmations, trade tickets and other documents and share price information reasonably requested by the Fund’s Custodian or other agent for helping such agent perform its administrative responsibilities to the Fund, including the responsibility to identify securities to be purchased or sold by the Fund, to determine the value of the Fund’s portfolio securities and other assets and to determine the Fund’s net asset value per share. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund’s Custodian. (h) The Adviser shall, at its expense, (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under the Agreement and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. (i) Subject to the approval of the Fund’s Board of Directors and, to the extent required by law, the shareholders of Portfolios, the Adviser may contract with such other parties as it deems appropriate to obtain investment research, information, investment advisory and management services and other assistance, but any fees, compensation or expenses to be paid to any such party shall be paid by the Adviser, and no obligation shall be incurred on the Fund’s behalf in any respect. Notwithstanding the foregoing, the Adviser may utilize soft dollar commissions earned on Fund trades for the purpose of obtaining the aforementioned information or services in lieu of paying for these services outright. (j) The Adviser also shall provide market timing monitoring which is reasonably designed to ensure that the Fund and its Portfolios (except Money Market Portfolio) comply with Rule 22c-2 under the Investment Company Act of 1940.

Adviser's Duties. (a) Subject to the supervision of the Fund’s Board of Directors, the Adviser will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios, including determination of the purchase, retention, or sale of the securities, cash and other investments contained in the Portfolios. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Portfolios’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which they may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the investment policies of a Portfolio, the Adviser shall make decisions for the Portfolios in relation to all manner of investments and, as to foreign currency matters, the Adviser will make determinations with respect to and, if appropriate, execute and perform foreign currency exchange contracts on behalf of the Portfolios. The Adviser will provide the services under this Agreement in accordance with each Portfolio’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, and with the Investment Advisers Act of 1940 (the “1940 Act”) and the provisions of the Internal Revenue Code relating to regulated investment companies. (b) The Adviser also shall provide to the officers of the Fund administrative assistance in connection with the operation of the Fund and Portfolios, which shall include (i) compliance with all reasonable requests of the Fund for information, including information required in connection with the Fund’s filings with SEC, the Internal Revenue Service and state securities and/or insurance commissions, and (ii) such other services as the Fund’s officers shall, from time to time, determine to be necessary or useful to the administration of the Fund and the Portfolios. (c) The Adviser shall place orders for the purchase and sale of securities, futures and option contracts, and other assets. The Adviser is authorized to select brokers, dealers, and futures commission merchants and to open and maintain brokerage accounts and trading accounts for the purchase and sale of securities and future and options contracts with such broker dealers and futures commission merchants for and on behalf of the Portfolios in accordance with any procedures established by the Adviser and the Fund’s Board of Directors. (d) The Adviser shall furnish to the Fund’s Board of Directors periodic reports on the investment performance of the Portfolios and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Fund’s officers or Board of Directors shall reasonably request. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its adviser clients or accounts, the Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Adviser may also, on occasion, purchase or sell a particular security for one or more clients or accounts in different amounts. On either occasion, and to the extent permitted by applicable law and regulation, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser and consistent with its fiduciary obligation to the Fund and to such other customers or accounts. (f) The Adviser’s primary consideration in effecting a security transaction for a Portfolio will be to obtain the best execution for the Portfolio, taking into account the factors specified in the prospectus and statement of additional information for the Fund, which include, among other things, price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market of the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligation to the Fund, by other aspects of the execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason if its having caused a Portfolio to pay a broker-dealer for effecting an investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Portfolio and to its other clients and/or accounts as to which it exercised investment discretion. To the extent consistent with these standards, the Adviser is further authorized to allocate the orders placed by it on behalf of a Portfolio to the Adviser if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such broker and dealer who also provide research or statistical material, or other services to the Fund, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Fund indicating the broker-dealers to which such allocation have been made and the basis therefore. (g) In connection with the purchase and sale of securities of each Portfolio, the Adviser will arrange for the transmission to the Fund’s custodian, or other agent, on a daily basis, such confirmations, trade tickets and other documents and share price information reasonably requested by the Fund’s Custodian or other agent for helping such agent perform its administrative responsibilities to the Fund, including the responsibility to identify securities to be purchased or sold by the Fund, to determine the value of the Fund’s portfolio securities and other assets and to determine the Fund’s net asset value per share. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund’s Custodian. (h) The Adviser shall, at its expense, (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under the Agreement and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. (i) Subject to the approval of the Fund’s Board of Directors and, to the extent required by law, the shareholders of Portfolios, the Adviser may contract with such other parties as it deems appropriate to obtain investment research, information, investment advisory and management services and other assistance, but any fees, compensation or expenses to be paid to any such party shall be paid by the Adviser, and no obligation shall be incurred on the Fund’s behalf in any respect. Notwithstanding the foregoing, the Adviser may utilize soft dollar commissions earned on Fund trades for the purpose of obtaining the aforementioned information or services in lieu of paying for these services outright. (j) The Adviser also shall provide market timing monitoring which is reasonably designed to ensure that the Fund and its Portfolios (except Money Market Portfolio) comply with Rule 22c-2 under the Investment Company Act of 1940.

Adviser's Duties. (a) Subject to the supervision of the Fund’s Board of Directors, the Adviser will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios, including determination of the purchase, retention, or sale of the securities, cash and other investments contained in the Portfolios. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Portfolios’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which they may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the investment policies of a Portfolio, the Adviser shall make decisions for the Portfolios in relation to all manner of investments and, as to foreign currency matters, the Adviser will make determinations with respect to and, if appropriate, execute and perform foreign currency exchange contracts on behalf of the Portfolios. The Adviser will provide the services under this Agreement in accordance with each Portfolio’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, and with the Investment Advisers Act of 1940 (the “1940 Act”) and the provisions of the Internal Revenue Code relating to regulated investment companies. (b) The Adviser also shall provide to the officers of the Fund administrative assistance in connection with the operation of the Fund and Portfolios, which shall include (i) compliance with all reasonable requests of the Fund for information, including information required in connection with the Fund’s filings with SEC, the Internal Revenue Service and state securities and/or insurance commissions, and (ii) such other services as the Fund’s officers shall, from time to time, determine to be necessary or useful to the administration of the Fund and the Portfolios. (c) The Adviser shall place orders for the purchase and sale of securities, futures and option contracts, and other assets. The Adviser is authorized to select brokers, dealers, and futures commission merchants and to open and maintain brokerage accounts and trading accounts for the purchase and sale of securities and future and options contracts with such broker dealers and futures commission merchants for and on behalf of the Portfolios in accordance with any procedures established by the Adviser and the Fund’s Board of Directors. (d) The Adviser shall furnish to the Fund’s Board of Directors periodic reports on the investment performance of the Portfolios and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Fund’s officers or Board of Directors shall reasonably request. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its adviser clients or accounts, the Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Adviser may also, on occasion, purchase or sell a particular security for one or more clients or accounts in different amounts. On either occasion, and to the extent permitted by applicable law and regulation, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser and consistent with its fiduciary obligation to the Fund and to such other customers or accounts. (f) The Adviser’s primary consideration in effecting a security transaction for a Portfolio will be to obtain the best execution for the Portfolio, taking into account the factors specified in the prospectus and statement of additional information for the Fund, which include, among other things, price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market of the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligation to the Fund, by other aspects of the execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason if its having caused a Portfolio to pay a broker-dealer for effecting an investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Portfolio and to its other clients and/or accounts as to which it exercised investment discretion. To the extent consistent with these standards, the Adviser is further authorized to allocate the orders placed by it on behalf of a Portfolio to the Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such broker and dealer who also provide research or statistical material, or other services to the Fund, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Fund indicating the broker-dealers to which such allocation have been made and the basis therefore. (g) In connection with the purchase and sale of securities of each Portfolio, the Adviser will arrange for the transmission to the Fund’s custodian, or other agent, on a daily basis, such confirmations, trade tickets and other documents and share price information reasonably requested by the Fund’s Custodian or other agent for helping such agent perform its administrative responsibilities to the Fund, including the responsibility to identify securities to be purchased or sold by the Fund, to determine the value of the Fund’s portfolio securities and other assets and to determine the Fund’s net asset value per share. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund’s Custodian. (h) The Adviser shall, at its expense, (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under the Agreement and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. (i) Subject to the approval of the Fund’s Board of Directors and, to the extent required by law, the shareholders of Portfolios, the Adviser may contract with such other parties as it deems appropriate to obtain investment research, information, investment advisory and management services and other assistance, but any fees, compensation or expenses to be paid to any such party shall be paid by the Adviser, and no obligation shall be incurred on the Fund’s behalf in any respect. Notwithstanding the foregoing, the Adviser may utilize soft dollar commissions earned on Fund trades for the purpose of obtaining the aforementioned information or services in lieu of paying for these services outright. (j) The Adviser also shall provide market timing monitoring which is reasonably designed to ensure that the Fund and its Portfolios (except Money Market Portfolio) comply with Rule 22c-2 under the Investment Company Act of 1940.

Adviser's Duties. (a) Subject to the supervision of the Fund’s 's Board of Directors, the Adviser will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios, including determination of the purchase, retention, or sale of the securities, cash cash, and other investments contained in the Portfolios. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales sales, and reinvestment of the Portfolios’ ' assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which they may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the investment policies of a Portfolio, the Adviser shall make decisions for the Portfolios in relation to all manner of investments and, as to foreign currency matters, the Adviser will matters and make determinations with respect as to and, if appropriate, and execute and perform foreign currency exchange contracts on behalf of the Portfolios. The Adviser will provide the services under this Agreement in accordance with each Portfolio’s 's investment objective or objectives, policies policies, and restrictions as stated in the Fund’s 's Registration Statement filed with the Securities and Exchange Commission (“"SEC”"), as amended, and with the Investment Advisers 1940 Act of 1940 (the “1940 Act”) and the provisions of the Internal Revenue Code relating to regulated investment companies, subject to policy decisions adopted by the Fund's Board of Directors. (b) The Adviser also shall provide to the officers of the Fund administrative assistance in connection with the operation of the Fund and the Portfolios, which shall include (i) compliance with all reasonable requests of the Fund for information, including information required in connection with the Fund’s 's filings with SEC, the Internal Revenue Service SEC and state securities and/or or insurance commissions, and (ii) such other services as the Fund’s 's officers shall, from time to time, determine to be necessary or useful to the administration of the Fund and the Portfolios. (c) The Adviser shall place orders for the purchase and sale of securities, futures and option options contracts, and other assets. The Adviser is authorized to select brokers, dealers, and futures commission merchants and to open and maintain brokerage accounts and trading accounts for the purchase and sale of securities and future futures and options contracts with such broker dealers and futures commission merchants for and on behalf of the Portfolios in accordance with any procedures established by the Adviser and the Fund’s 's Board of Directors. (d) The Adviser shall furnish to the Fund’s 's Board of Directors periodic reports on the investment performance of the Fund and its Portfolios and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Fund’s 's officers or Board of Directors shall reasonably request. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its adviser clients or accounts, the Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Adviser may also, on occasion, purchase or sell a particular security for one or more clients or accounts in different amounts. On either occasion, and to the extent permitted by applicable law and regulationregulations, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser and consistent with its fiduciary obligation obligations to the Fund and to such other customers or accounts. (f) The Adviser’s 's primary consideration in effecting a security transaction for a Portfolio will be to obtain the best execution for the Portfolio, taking into account the factors specified in the prospectus and statement of additional information for the Fund, which include, among other things, price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market of for the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s 's risk in positioning a block of securities. Accordingly, the price to a Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligation obligations to the Fund, by other aspects of the execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason if of its having caused a Portfolio to pay a broker-dealer for effecting an investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Portfolio and to its other clients and/or accounts as to which it exercised investment discretion. To the extent consistent with these standards, the Adviser is further authorized to allocate the orders placed by it on behalf of a Portfolio to the Adviser if it is registered as a broker-dealer with the SEC, to its affiliated broker-dealer, or to such broker and dealer who also provide research or statistical material, or other services to the Fund, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Fund indicating the broker-dealers to which such allocation have been made and the basis therefore. (g) In connection with the purchase and sale of securities of each Portfolio, the Adviser will arrange for the transmission to the Fund’s custodian, or other agent, on a daily basis, such confirmations, trade tickets and other documents and share price information reasonably requested by the Fund’s Custodian or other agent for helping such agent perform its administrative responsibilities to the Fund, including the responsibility to identify securities to be purchased or sold by the Fund, to determine the value of the Fund’s portfolio securities and other assets and to determine the Fund’s net asset value per share. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund’s Custodian. (h) The Adviser shall, at its expense, (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under the Agreement and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. (i) Subject to the approval of the Fund’s Board of Directors and, to the extent required by law, the shareholders of Portfolios, the Adviser may contract with such other parties as it deems appropriate to obtain investment research, information, investment advisory and management services and other assistance, but any fees, compensation or expenses to be paid to any such party shall be paid by the Adviser, and no obligation shall be incurred on the Fund’s behalf in any respect. Notwithstanding the foregoing, the Adviser may utilize soft dollar commissions earned on Fund trades for the purpose of obtaining the aforementioned information or services in lieu of paying for these services outright. (j) The Adviser also shall provide market timing monitoring which is reasonably designed to ensure that the Fund and its Portfolios (except Money Market Portfolio) comply with Rule 22c-2 under the Investment Company Act of 1940.caused

Adviser's Duties. (a) Subject to the supervision of the Fund’s Board of Directors, the Adviser will provide a continuous investment program for the Portfolios and determine the composition of the assets of the Portfolios, including determination of the purchase, retention, or sale of the securities, cash and other investments contained in the Portfolios. The Adviser will provide investment research and conduct a continuous program of evaluation, investment, sales and reinvestment of the Portfolios’ assets by determining the securities and other investments that shall be purchased, entered into, sold, closed, or exchanged for the Portfolios, when these transactions should be executed, and what portion of the assets of the Portfolios should be held in the various securities and other investments in which they may invest, and the Adviser is hereby authorized to execute and perform such services on behalf of the Portfolios. To the extent permitted by the investment policies of a Portfolio, the Adviser shall make decisions for the Portfolios in relation to all manner of investments and, as to foreign currency matters, the Adviser will make determinations with respect to and, if appropriate, execute and perform foreign currency exchange contracts on behalf of the Portfolios. The Adviser will provide the services under this Agreement in accordance with each Portfolio’s investment objective or objectives, policies and restrictions as stated in the Fund’s Registration Statement filed with the Securities and Exchange Commission (“SEC”), as amended, and with the Investment Advisers Act of 1940 (the “1940 Act”) and the provisions of the Internal Revenue Code relating to regulated investment companies. (b) The Adviser also shall provide to the officers of the Fund administrative assistance in connection with the operation of the Fund and Portfolios, which shall include (i) compliance with all reasonable requests of the Fund for information, including information required in connection with the Fund’s filings with SEC, the Internal Revenue Service and state securities and/or insurance commissions, and (ii) such other services as the Fund’s officers shall, from time to time, determine to be necessary or useful to the administration of the Fund and the Portfolios. (c) The Adviser shall place orders for the purchase and sale of securities, futures and option contracts, and other assets. The Adviser is authorized to select brokers, dealers, and futures commission merchants and to open and maintain brokerage accounts and trading accounts for the purchase and sale of securities and future and options contracts with such broker dealers and futures commission merchants for and on behalf of the Portfolios in accordance with any procedures established by the Adviser and the Fund’s Board of Directors. (d) The Adviser shall furnish to the Fund’s Board of Directors periodic reports on the investment performance of the Portfolios and on the performance of its obligations under this Agreement and shall supply such additional reports and information as the Fund’s officers or Board of Directors shall reasonably request. (e) On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of a Portfolio as well as other of its adviser clients or accounts, the Adviser, to the extent permitted by applicable law, may aggregate the securities to be so sold or purchased in order to obtain the best execution or lower brokerage commissions, if any. The Adviser may also, on occasion, purchase or sell a particular security for one or more clients or accounts in different amounts. On either occasion, and to the extent permitted by applicable law and regulation, allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Adviser in a manner that is fair and equitable in the judgment of the Adviser and consistent with its fiduciary obligation to the Fund and to such other customers or accounts. (f) The Adviser’s primary consideration in effecting a security transaction for a Portfolio will be to obtain the best execution for the Portfolio, taking into account the factors specified in the prospectus and statement of additional information for the Fund, which include, among other things, price (including the applicable brokerage commission or dollar spread), the size of the order, the nature of the market of the security, the timing of the transaction, the reputation, the experience and financial stability of the broker-dealer involved, the quality of the service, the difficulty of execution, and the execution capabilities and operational facilities of the firm involved, and the firm’s risk in positioning a block of securities. Accordingly, the price to a Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified, in the judgment of the Adviser in the exercise of its fiduciary obligation to the Fund, by other aspects of the execution services offered. Subject to such policies as the Board of Directors may determine and consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser shall not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason if its having caused a Portfolio to pay a broker-dealer for effecting an investment transaction in excess of the amount of commission another broker-dealer would have charged for effecting that transaction, if the Adviser determines in good faith that such amount of commission was reasonable in relation to the value of the brokerage and research services provided by such broker-dealer, viewed in terms of either that particular transaction or the Adviser’s overall responsibilities with respect to the Portfolio and to its other clients and/or accounts as to which it exercised investment discretion. To the extent consistent with these standards, the Adviser is further authorized to allocate the orders placed by it on behalf of a Portfolio to the Adviser if it is registered as a broker-dealer with the SEC, to its an affiliated broker-dealer, or to such broker and dealer who also provide research or statistical material, or other services to the Fund, the Adviser or an affiliate of the Adviser. Such allocation shall be in such amounts and proportions as the Adviser shall determine consistent with the above standards, and the Adviser will report on said allocation regularly to the Board of Directors of the Fund indicating the broker-dealers to which such allocation have been made and the basis therefore. (g) In connection with the purchase and sale of securities of each Portfolio, the Adviser will arrange for the transmission to the Fund’s custodian, or other agent, on a daily basis, such confirmations, trade tickets and other documents and share price information reasonably requested by the Fund’s Custodian or other agent for helping such agent perform its administrative responsibilities to the Fund, including the responsibility to identify securities to be purchased or sold by the Fund, to determine the value of the Fund’s portfolio securities and other assets and to determine the Fund’s net asset value per share. With respect to portfolio securities to be purchased or sold through the Depository Trust Company, the Adviser will arrange for the automatic transmission of the confirmation of such trades to the Fund’s Custodian. (h) The Adviser shall, at its expense, (i) employ or associate with itself such persons as it believes appropriate to assist it in performing its obligations under the Agreement and (ii) provide all services, equipment and facilities necessary to perform its obligations under this Agreement. (i) Subject to the approval of the Fund’s Board of Directors and, to the extent required by law, the shareholders of Portfolios, the Adviser may contract with such other parties as it deems appropriate to obtain investment research, information, investment advisory and management services and other assistance, but any fees, compensation or expenses to be paid to any such party shall be paid by the Adviser, and no obligation shall be incurred on the Fund’s behalf in any respect. Notwithstanding the foregoing, the Adviser may utilize soft dollar commissions earned on Fund trades for the purpose of obtaining the aforementioned information or services in lieu of paying for these services outright. (j) The Adviser also shall provide market timing monitoring which is reasonably designed to ensure that the Fund and its Portfolios (except Money Market Portfolio) comply with Rule 22c-2 under the Investment Company Act of 1940.