Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments constituting the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion; subject at all times to the supervision of the Adviser and the Trustees of the Fund, including, without limitation: (a) to direct the purchase, subscription or other acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty to render to the Trustees of the Fund, the Adviser and the Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or Trustees of the Fund shall reasonably require; (b) to make all decisions relating to the manner, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate; (c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no other authority to direct the transfer of the Fund's funds or assets to itself or other persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and (d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that any specific or general directions which the Trustees of the Fund, or the Adviser may give to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated therein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to request the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents will provide best execution, taking into consideration factors the Subadviser deems relevant including, without limitation, the price of the security, research or other services which render that broker's services the most appropriate for the Subadviser's needs, the financial condition and dealing and execution capability of the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basis; and provided further that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision; provided however that nothing herein shall constitute the Subadviser as an agent of the Adviser or the Adviser as a guarantor of the performance of the Subadviser, or otherwise make the Adviser responsible for the actions of the Subadviser. The Subadviser further agrees that, in performing its duties hereunder, it will: (a) (i) comply in all material respects with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, the current Prospectus and Statement of Additional Information for the Fund supplied to the Subadviser by the Adviser, and with any applicable procedures adopted by the Trustees in writing supplied to the Subadviser by the Adviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder; and (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements; (b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated strategies. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose; (c) make available to the Fund's administrator, (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Adviser or the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; and (d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Fund, Adviser, Administrator, and their affiliates shall likewise immediately notify the Subadviser if any of them becomes aware of any regulatory action of the type described in this subparagraph 2(d).
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Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments constituting the comprising those assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion; , subject at all times to the supervision of the Adviser and the Trustees of the Fund, including, without limitation:
(a) to direct the purchase, subscription or other acquisition of investments acquisition, and to direct the sale, redemption, and exchange of investments, subject to the duty to -to render to the Trustees of the Fund, Fund and the Adviser and the Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or the Trustees of the Fund shall reasonably require;
(b) to make all decisions relating to the manner, method method, and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate;
(c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no other authority to direct the transfer of the Fund's funds or assets to itself or other affiliated persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and
(d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that any specific or general directions which the Trustees of the Fund, Fund or the Adviser may give in writing to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated thereinherein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to request direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents will provide executing such trades on a "best executionexecution basis", taking into consideration factors i.e. at the Subadviser deems relevant including, without limitation, the best price of the security, and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the financial condition and Subadviser is satisfied that the dealing and execution capability quality of such brokers are satisfactory to the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basisSubadviser; and provided further that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision; provided however that nothing herein shall constitute the Subadviser as an agent of the Adviser or the Adviser as a guarantor of the performance of the Subadviser, or otherwise make the Adviser responsible for the actions of the Subadviserabove. The Subadviser further agrees that, in performing its duties hereunder, it will:
(a) (i) comply in all material respects with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code of 1986, as amended, (the "Code") and all other applicable federal and state laws and regulations, the current Prospectus and Statement of Additional Information for the Fund supplied to the Subadviser by the AdviserFund, and with any applicable procedures adopted by the Trustees in writing supplied and made available to the Subadviser by the AdviserSubadviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder; , and (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements;
(b) furnish to the Fund whatever non-proprietary reports the Fund may reasonably request with respect to the Fund's assets or contemplated strategiesinvestments. In addition, the Subadviser will keep the Fund and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund from time to time whatever information the Subadviser believes appropriate for this purpose;
(c) make available to the Fund's administrator, Northstar Administrators Corporation (the "Administrator"), the Adviser, and the Fund, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund in their compliance with applicable laws and regulations. The Subadviser will furnish the Adviser or the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; and;
(d) immediately notify the Adviser and the Fund in the event that the Subadviser or any of its affiliates: affiliates (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that mat it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the Fund's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that respecting or relating to the Subadviser mat becomes untrue in any material respect. The Fund, Adviser, Administrator, and their affiliates Adviser shall likewise immediately notify the Subadviser if any of them it becomes aware of any regulatory action of the type described in this subparagraph 2(d)) respecting or relating to the Fund, the Adviser, or any Affiliates of the Adviser.
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Duties of Subadviser. The Adviser hereby authorizes Subadviser to manage the investment and reinvestment of cash and investments constituting comprising the assets of the Fund with power on behalf of and in the name of the Fund at Subadviser's discretion; subject at all times time to the supervision of the Adviser and the Trustees of the Fund, including, without limitationTrust:
(a) to direct the purchase, subscription or other acquisition of investments and to direct the sale, redemption, and exchange of investments, subject to the duty to render to the Trustees of the FundTrust, the Adviser and the Custodian written reports of the composition of the portfolio of the Fund as often as the Adviser or Trustees of the Fund shall reasonably require;
(b) to make all decisions relating to the manner, method and timing of investment transactions, to select brokers, dealers and other intermediaries by or through whom such transactions will be effected, and to engage such consultants, analysts and experts in connection therewith as may be considered necessary or appropriate;
(c) to direct banks, brokers or custodians to disburse funds or assets solely in order to execute investment transactions for the Fund, provided that the Subadviser shall have no other authority to direct the transfer of the Fund's funds or assets to itself or other persons and shall have no other authority over the disbursement (as opposed to investment decisions) of funds or assets nor any custody of any of the Fund's funds or assets; and
(d) to take all such other actions as may be considered necessary or appropriate to discharge its duties hereunder; provided that PROVIDED THAT any specific or general directions which the Trustees of the FundTrust, or the Adviser may give to the Subadviser with regard to any of the foregoing powers shall, unless the contrary is expressly stated therein, override the general authority given by this provision to the extent that the Trustees of the Fund may, at any time and from time to time, direct, either generally or to a limited extent and either alone or in concert with the Adviser or the Subadviser (provided that such directions would not cause the Subadviser to violate any fiduciary duties or any laws with regard to the Subadviser's duties and responsibilities), all or any of the same as they shall think fit and, in particular, the Adviser shall have the right to request direct the Subadviser to place trades through brokers and other agents of the Adviser's choice, subject to the Subadviser's judgment that such brokers or agents will provide executing such trades on a "best executionexecution basis", taking into consideration factors i.e. at the Subadviser deems relevant including, without limitation, the best price of the security, and/or with research or other services which render that broker's services the most appropriate for the Subadviser's needs, and further that the financial condition and Subadviser is satisfied that the dealing and execution capability quality of such brokers are satisfactory to the broker or dealer and the reasonableness of the commission, if any, for the specific transaction and on a continuing basisSubadviser; and provided further PROVIDED FURTHER that nothing herein shall be construed as giving the Subadviser power to manage the aforesaid cash and investments in such a manner as would cause the Fund to be considered a "dealer" in stocks, securities or commodities for U.S. federal income tax purposes. The Adviser shall monitor and review the performance of the Subadviser under this Agreement, including but not limited to the Subadviser's performance of the duties delineated in subparagraphs (a)-(d) of this provision; provided however that nothing herein shall constitute the Subadviser as an agent of the Adviser or the Adviser as a guarantor of the performance of the Subadviser, or otherwise make the Adviser responsible for the actions of the Subadviser. The Subadviser further agrees that, in performing its duties hereunder, it will:
(a) (i) comply in all material respects with the 1940 Act and all rules and regulations thereunder, the Advisers Act, the Internal Revenue Code (the "Code") and all other applicable federal and state laws and regulations, the current Prospectus and Statement of Additional Information for the Fund supplied to the Subadviser by the AdviserFund, and with any applicable procedures adopted by the Trustees in writing supplied and made available to the Subadviser by the AdviserSubadviser; (ii) manage the Fund in accordance with the investment requirements for regulated investment companies under Subchapter M of the Code and regulations issued thereunder; and (iii) direct the placement of orders pursuant to its investment determinations for the Fund directly with the issuer, or with any broker or dealer, in accordance with applicable policies expressed in the Fund's Prospectus and/or Statement of Additional Information and in accordance with applicable legal requirements;.
(b) furnish to the Fund Trust whatever non-proprietary reports the Fund it may reasonably request with respect to the Fund's assets or contemplated strategiesinvestments. In addition, the Subadviser will keep the Fund Trust and the Trustees informed of developments materially affecting the Fund's portfolio and shall, on the Subadviser's own initiative, furnish to the Fund Trust from time to time whatever information the Subadviser believes appropriate for this purpose;
(c) make available to the Fund's administrator, Northstar Administrators Corp. (the "Administrator"), the Adviser, and the FundTrust, promptly upon their request, such copies of its investment records and ledgers with respect to the Fund as may be required to assist the Adviser, the Administrator and the Fund Trust in their compliance with applicable laws and regulations. The Subadviser will furnish the Adviser or the Trustees with such periodic and special reports regarding the Fund as they may reasonably request; and;
(d) immediately notify the Adviser and the Fund Trust in the event that the Subadviser or any of its affiliates: (i) becomes aware that it is subject to a statutory disqualification that prevents the Subadviser from serving as an investment adviser pursuant to this Subadvisory Agreement; or (ii) becomes aware that it is the subject of an administrative proceeding or enforcement action by the Securities and Exchange Commission ("SEC") or other regulatory authority. The Subadviser further agrees to notify the Fund Trust and the Adviser immediately of any material fact known to the Subadviser respecting or relating to the Subadviser that is not contained in the FundTrust's Registration Statement, or any amendment or supplement thereto, but that is required to be disclosed therein, and of any statement contained therein that becomes untrue in any material respect. The Trust, the Fund, Adviser, Administrator, Administrator and their affiliates shall likewise immediately notify the Subadviser if any of them becomes become aware of any regulatory action of the type described in this subparagraph 2(d).
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