Common use of Duties of Sub Adviser Clause in Contracts

Duties of Sub Adviser. (a) Subject to the direction, control and supervision of the Board and Quadra, Sub-Adviser shall direct the investments of the Funds and shall make decisions with respect to all purchases and sales of securities and other investment assets in the Funds. To carry out such decisions, Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, Sub-Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (b) Sub-Adviser will provide to the Board, Quadra, or both, as appropriate, such information, reports, evaluations, analyses and opinions prior to or at each meeting of the Board and as the parties may mutually agree upon from time to time. On its own initiative, Sub-Adviser shall provide the Board, Quadra, or both, from time to time information that Sub-Adviser believes appropriate, including, but not limited to, information concerning the individual companies whose securities are included in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Funds maintain investments. Sub-Adviser shall also advise the Board, Quadra, or both, as appropriate, of important developments affecting the Trust, the Fund and Sub-Adviser. (c) In making purchases and sales of securities for the Funds, and otherwise performing its duties hereunder, Sub-Adviser will comply with the Act and the rules and regulations thereunder, all other applicable Federal and state laws and regulations, the policies set from time to time by the Board as well as the limitations imposed by the Trust Instrument, Bylaws, Registration Statement, prospectus, and the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sales of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, consistent with section 28(e) of the Securities and Exchange Act, the exercise of Sub-Adviser fiduciary duties under its Investment Advisory agreement with the Trust, and any other applicable law, Sub- Adviser may allocate brokerage on behalf of the Trust to broker-dealers who provide research services and may cause the Fund to pay these broker-dealers a higher amount of commission than may be charged by other broker-dealers.

Duties of Sub Adviser. (a) Subject to the direction, control and supervision of the Board and QuadraWestwood, Sub-Adviser shall direct the investments of the Funds and shall make decisions with respect to all purchases and sales of securities and other investment assets in the Funds. To carry out such decisions, Sub-Adviser is hereby authorized, as agent and attorney-in-fact for the Trust, for the account of, and in the name of the Trust, to place orders and issue instructions with respect to those transactions of the Funds. In all purchases, sales and other transactions in securities for the Funds, Sub-Adviser is authorized to exercise full discretion and act for the Trust in the same manner and with the same force and effect as the Trust might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions. (b) Sub-Adviser will provide to the Board, QuadraWestwood, or both, as appropriate, such information, reports, evaluations, analyses and opinions prior to or at each meeting of the Board and as the parties may mutually agree upon from time to time. On its own initiative, Sub-Adviser shall provide the Board, QuadraWestwood, or both, from time to time information that Sub-Adviser believes appropriate, including, but not limited to, information concerning the individual companies whose securities are included in the Funds' holdings, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Funds maintain investments. Sub-Adviser shall also advise the Board, QuadraWestwood, or both, as appropriate, of important developments affecting the Trust, the Fund and Sub-Adviser. (c) In making purchases and sales of securities for the Funds, and otherwise performing its duties hereunder, Sub-Adviser will comply with the Act and the rules and regulations thereunder, all other applicable Federal and state laws and regulations, the policies set from time to time by the Board as well as the limitations imposed by the Trust Instrument, Bylaws, Registration Statement, prospectus, and the Internal Revenue Code of 1986, as amended, in respect of regulated investment companies and the investment objectives, policies and restrictions of the Funds. Without limiting the foregoing, Sub-Adviser agrees that, in placing orders with broker-dealers for the purchase or sales of portfolio securities, it shall attempt to obtain quality execution at favorable security prices; provided that, consistent with section 28(e) of the Securities and Exchange Act, the exercise of Sub-Adviser fiduciary duties under its Investment Advisory agreement with the Trust, and any other applicable law, Sub- Adviser may allocate brokerage on behalf of the Trust to broker-dealers who provide research services and may cause the Fund to pay these broker-dealers a higher amount of commission than may be charged by other broker-dealers.