Common use of Duties of Investment Manager Clause in Contracts

Duties of Investment Manager. (a) The Trust hereby employs the Investment Manager to act as the investment adviser for the Fund and to manage the investment and reinvestment of the assets of the Fund in accordance with the investment objectives, policies and restrictions of the Fund as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Trustees of the Trust for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Agreement and Declaration of Trust and By-Laws of the Trust as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manager shall: (i) formulate and implement a continuing program for the purchases and sales of securities for the Fund and regularly report thereon to the Trust's Board of Trustees; and (ii) make decisions with respect to and take, on behalf of the Fund, all actions which appear necessary to carry into effect such purchase and sale program and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for the Fund. (b) Subject to the supervision and direction of the Board of Trustees of the Trust, the Investment Manager also shall perform or arrange for the performance of the following administrative and clerical services with respect to the Fund: (i) maintain and preserve the books and records, including financial and corporate records, of the Trust as required by law or otherwise for the proper operation of the Trust; (ii) prepare and, subject to approval by the Trust, file registration statements, notices, reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state "blue sky" laws), including proxy materials and periodic reports to Trust shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state "blue sky" laws, and oversee the monitoring of sales of shares of the Trust for compliance with state securities laws; (iii) calculate and publish, or arrange for the calculation and publication of, the net asset value of the Fund's shares; (iv) calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding the Fund; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Trust by others, including the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish secretarial services to the Trust, including, without limitation, preparation of materials necessary in connection with meetings of the Trust's Board of Trustees, including minutes, notices of meetings, agendas and other Board materials; (vii) provide the Trust with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide the Trust with administrative office and data processing facilities; (ix) arrange for payment of the Trust's expenses; (x) provide routine accounting services to the Trust, and consult with the Trust's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the Trust; (xi) prepare such financial information and reports as may be required by any banks from which the Trust borrows funds; (xii) develop and implement procedures to monitor the Trust's compliance with regulatory requirements and with the Fund's investment policies and restrictions as set forth in the Fund's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; and (xiii) provide such assistance to the custodian, other Trust service providers and the Trust's counsel and auditors as generally may be required to carry on properly the business and operations of the Trust. Notwithstanding anything to the contrary herein contained, the Trust, and not the Investment Manager, shall be responsible for and bear the cost of any third party pricing services or any third party blue sky services. (c) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give the Fund the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust. It is understood and agreed that the Investment Manager, by separate agreements with the Trust, may also serve the Trust in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' fiduciary responsibilities regarding the Trust, establishes procedures for personal investing and restricts certain transactions. (d) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to the Fund and shall specifically maintain all books and records with respect to the Fund's securities and portfolio transactions and shall render to the Trust's Board of Trustees such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Trust are the property of the Trust and it will surrender promptly to the Trust any such records upon the Trust's request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (e) The Trust has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: (i) The Registration Statement; and (ii) The Prospectus of the Fund (such Prospectus and the related Statement of Additional Information of the Fund, as currently in effect and as amended or supplemented from time to time, being herein collectively called the "Prospectus"). (f) The Trust shall at all times keep the Investment Manager fully informed with regard to the securities owned by the Fund, its funds available or to become available for investment, and generally as to the condition of its affairs. The Trust shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (g) The Investment Manager may enter into agreements with one or more other persons, including affiliates of the Investment Manager, to perform any or all the Investment Manager's duties hereunder, provided that (i) any such agreement shall have been approved by the Board of Trustees of the Trust; (ii) the Investment Manager shall be as fully responsible to the Trust for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder; and (iii) the cost of performance of such duties by others are to be borne and paid by the Investment Manager. (h) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of the Fund pursuant thereto, shall at all times be subject to any directives of the Board of Trustees.

Duties of Investment Manager. (a) The Trust Fund hereby employs the Investment Manager to act as the investment adviser for the Fund Portfolio and to manage the investment and reinvestment of the assets of the Fund Portfolio in accordance with the investment objectives, policies and restrictions of the Fund Portfolio as the same are set forth in the Registration Statement, and in accordance with the requirements of the 1940 Act and all other applicable state and federal laws, rules and regulations, subject to the supervision of the Board of Trustees Directors of the Trust Fund for the period and upon the terms herein set forth. The investment of funds shall also be subject to all applicable restrictions of the Agreement and Declaration Articles of Trust Incorporation and By-Laws laws of the Trust Fund as may from time to time be in force. Without limiting the generality of the foregoing, the Investment Manager shall: (i) formulate and implement a continuing program for the purchases and sales of securities for the Fund Portfolio and regularly report thereon to the TrustFund's Board of TrusteesDirectors; and (ii) make decisions with respect to and take, on behalf of the FundPortfolio, all actions which appear necessary to carry into effect such purchase and sale program and supervisory functions aforesaid, including the placing of orders for the purchase and sale of securities for the FundPortfolio. (b) Subject to the supervision and direction of the Board of Trustees Directors of the TrustFund, the Investment Manager also shall perform or arrange for the performance of the following administrative and clerical services with respect to the FundPortfolio: (i) maintain and preserve the books and records, including financial and corporate records, of the Trust Fund as required by law or otherwise for the proper operation of the TrustFund; (ii) prepare and, subject to approval by the TrustFund, file registration statements, notices, reports and other documents required by U.S. Federal, state and other applicable laws and regulations (other than state "blue sky" laws), including proxy materials and periodic reports to Trust Fund shareholders, oversee the preparation and filing of registration statements, notices, reports and other documents required by state "blue sky" laws, and oversee the monitoring of sales of shares of the Trust Fund for compliance with state securities laws; (iii) calculate and publish, or arrange for the calculation and publication of, the net asset value of the FundPortfolio's shares; (iv) calculate, or arrange for the calculation of, dividends and distributions and performance data, and prepare other financial information regarding the FundPortfolio; (v) oversee and assist in the coordination of, and, as the Board may reasonably request or deem appropriate, make reports and recommendations to the Board on, the performance of administrative and professional services rendered to the Trust Fund by others, including the custodian, registrar, transfer agent and dividend disbursing agent, shareholder servicing agents, accountants, attorneys, underwriters, brokers and dealers, corporate fiduciaries, insurers, banks and such other persons in any such other capacity deemed to be necessary or desirable; (vi) furnish secretarial services to the TrustFund, including, without limitation, preparation of materials necessary in connection with meetings of the TrustFund's Board of TrusteesDirectors, including minutes, notices of meetings, agendas and other Board materials; (vii) provide the Trust Fund with the services of an adequate number of persons competent to perform the administrative and clerical functions described herein; (viii) provide the Trust Fund with administrative office and data processing facilities; (ix) arrange for payment of the TrustFund's expenses; (x) provide routine accounting services to the TrustFund, and consult with the TrustFund's officers, independent accountants, legal counsel, custodian, accounting agent and transfer and dividend disbursing agent in establishing the accounting policies of the TrustFund; (xi) prepare such financial information and reports as may be required by any banks from which the Trust Fund borrows funds; (xii) develop and implement procedures to monitor the TrustFund's compliance with regulatory requirements and with the FundPortfolio's investment policies and restrictions as set forth in the FundPortfolio's currently effective Prospectus and Statement of Additional Information filed under the Securities Act of 1933, as amended; and (xiii) provide such assistance to the custodian, other Trust Fund service providers and the TrustFund's counsel and auditors as generally may be required to carry on properly the business and operations of the TrustFund. Notwithstanding anything to the contrary herein contained, the TrustFund, and not the Investment Manager, shall be responsible for and bear the cost of any third party pricing services or any third party blue sky services. (c) The Investment Manager accepts such employment and agrees during such period to render such services and to assume the obligations herein set forth for the compensation herein provided. The Investment Manager shall give the Fund Portfolio the benefit of its best judgment, efforts and facilities in rendering its services as an investment manager. The Investment Manager shall for all purposes herein provided be deemed to be an independent contractor and, unless otherwise expressly provided or authorized, shall have no authority to act for or represent the Trust Fund in any way or otherwise be deemed an agent of the TrustFund. It is understood and agreed that the Investment Manager, by separate agreements with the TrustFund, may also serve the Trust Fund in other capacities. It is further agreed that the Investment Manager and its officers and directors are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers or directors of any other firm or corporation, including other investment companies, so long as its or their services hereunder are not impaired thereby. It is further agreed that personnel of the Investment Manager may invest in securities for their own account pursuant to a code of ethics that sets forth all employees' fiduciary responsibilities regarding the TrustFund, establishes procedures for personal investing and restricts certain transactions. (d) The Investment Manager shall keep any books and records relevant to the provision of its investment advisory services to the Fund Portfolio and shall specifically maintain all books and records with respect to the FundPortfolio's securities and portfolio transactions and shall render to the TrustFund's Board of Trustees Directors such periodic and special reports as the Board may reasonably request. The Investment Manager agrees that all records which it maintains for the Trust Fund are the property of the Trust Fund and it will surrender promptly to the Trust Fund any such records upon the TrustFund's request, provided however that the Investment Manager may retain a copy of such records. The Investment Manager further agrees to preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records kept by the Investment Manager in connection with investment advisory services provided pursuant hereto. (e) The Trust Fund has delivered to the Investment Manager copies of each of the following documents and will deliver to it all future amendments and supplements thereto, if any: (i) The Registration Statement; and (ii) The Prospectus of the Fund Portfolio (such Prospectus and the related Statement of Additional Information of the FundPortfolio, as currently in effect and as amended or supplemented from time to time, being herein collectively called the "Prospectus"). (f) The Trust Fund shall at all times keep the Investment Manager fully informed with regard to the securities owned by the FundPortfolio, its funds available or to become available for investment, and generally as to the condition of its affairs. The Trust Fund shall furnish the Investment Manager with a copy of all financial statements and each report prepared by certified public accountants with respect to it, and with such other information with regard to its affairs as the Investment Manager may from time to time reasonably request. (g) The Investment Manager may enter into agreements with one or more other persons, including affiliates of the Investment Manager, to perform any or all the Investment Manager's duties hereunder, provided that (i) any such agreement shall have been approved by the Board of Trustees Directors of the TrustFund; (ii) the Investment Manager shall be as fully responsible to the Trust Fund for the acts and omissions of any such service providers as it would be for its own acts or omissions hereunder; and (iii) the cost of performance of such duties by others are to be borne and paid by the Investment Manager. (h) Any investment program undertaken by the Investment Manager pursuant to this Agreement, as well as any other activities undertaken by the Investment Manager on behalf of the Fund Portfolio pursuant thereto, shall at all times be subject to any directives of the Board of TrusteesDirectors.