Common use of Duties of the Sub Advisor Clause in Contracts

Duties of the Sub Advisor. Subject to supervision by the Advisor and the Trust's Board of Trustees, the Sub-Advisor shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Advisor shall, in consultation with and subject to the direction of the Advisor, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Advisor and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Advisor shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Advisor may direct from time to time, in conformity with federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a Fund transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Advisor to the Fund. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Advisor, Sub-Advisor or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund's Assets be purchased from or sold to the Advisor, Sub-Advisor, the Trust's principal underwriter, or any affiliated person of either the Trust, Advisor, the Sub-Advisor or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. (d) The Sub-Advisor shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Advisor shall provide to the Advisor or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Advisor or Board of Trustees may reasonably request. The Sub-Advisor shall keep the books and records relating to the Assets required to be maintained by the Sub-Advisor under this Agreement and shall timely furnish to the Advisor all information relating to the Sub-Advisor's services under this Agreement needed by the Advisor to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Advisor shall also furnish to the Advisor any other information relating to the Assets that is required to be filed by the Advisor or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Advisor or the Trust obtains from the SEC. The Sub-Advisor agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Advisor will surrender promptly to the Fund any of such records upon the Fund's request; provided, however, that the Sub-Advisor may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Advisor shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-advisor upon the termination of this Agreement (or, if there is no successor sub-advisor, to the Advisor).

Duties of the Sub Advisor. Subject to supervision and oversight by the Advisor and the Trust's Board of Trustees, the Sub-Advisor shall manage all of the securities and other assets of the Fund Portfolio entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the FundPortfolio's investment objectiveobjectives, policies and restrictions as stated in the FundPortfolio's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Advisor shall, in consultation with and subject to the direction of the Advisor, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall act in conformity with the Trust's Declaration of Trust (as defined herein) constituent documents and the Prospectus and with the instructions and directions of the Advisor and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws and regulations, as each is amended from time to time. (cb) The Sub-Advisor shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) Portfolio and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the FundTrust's Registration Statement (as defined herein) registration statement and the Portfolio's Prospectus or as the Board of Trustees or the Advisor may direct from time to time, in conformity with federal securities laws. In executing Fund portfolio transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek on behalf of the Fund the Portfolio best overall terms availableexecution. In assessing the evaluating best overall terms available execution for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms availableexecution, and in selecting the broker-dealer to execute a particular transaction, subject to any instructions and directions of the Advisor or the Board of Trustees, the Sub-Advisor may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent Provided the Sub-Advisor is acting in accordance with any guidelines established by such instructions and directions of the Advisor or the Board of Trustees of the TrustTrustees, the Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a Fund portfolio transaction for the Fund Portfolio which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - -- viewed in terms of that particular transaction or in terms of the overall responsibilities of the Sub-Advisor to the Fund. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Advisor, Sub-Advisor or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firmsPortfolio. In no instance, however, will the FundPortfolio's Assets be purchased from or sold to the Advisor, the Sub-Advisor, any other sub-advisor of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, the Trust's principal underwriter, or any affiliated person of either the Trust, the Advisor, the Sub-Advisor or any other sub-advisor of the Trust or other registered investment companies (or series or portions thereof) that may be deemed to be under common control, or the Trust's principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 ActAct and approved by the Advisor and the Board of Trustees. The Advisor or its affiliates may, from time to time, engage other sub-advisors to advise series of the Trust (or portions thereof) or other registered investment companies (or series or portions thereof) that may be deemed to be under common control (each a "Sub-Advised Fund"). The Sub-Advisor agrees that it will not consult with any other sub-advisor engaged by the Advisor or it affiliates with respect to transactions in securities or other assets concerning the Portfolio or another Sub-Advised Fund, except to the extent permitted by the certain exemptive rules under the 1940 Act that permit certain transactions with a sub-advisor or its affiliates. On occasions when the Sub-Advisor deems the purchase or sale of a security to be in the best interests of the Portfolio as well as other clients of the Sub-Advisor, the Sub-Advisor, to the extent permitted by applicable laws and regulations, may, but shall be under no obligation to, aggregate the securities to be sold or purchased in order to obtain the most favorable price or lower brokerage commissions and efficient execution. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Sub-Advisor in the manner the Sub-Advisor considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to such other clients. The Sub-Advisor may buy securities for the Portfolio at the same time it is selling such securities for another client account and may sell securities for the Portfolio at the time it is buying such securities for another client account. In such cases, subject to applicable legal and regulatory requirements, and in compliance with such procedures of the Trust as may be in effect from time to time, the Sub-Advisor may effectuate cross transactions between the Portfolio and such other account if it deems this to be advantageous to both of the accounts involved. Notwithstanding the foregoing, the Sub-Advisor agrees that the Advisor shall have the right by written notice to identify securities that may not be purchased on behalf of the Portfolio and/or broker-dealers through or with which portfolio transactions on behalf of the Portfolio may not be effected. The Sub-Advisor shall refrain from purchasing such securities for the Portfolio or directing any portfolio transaction to any such broker-dealer on behalf of the Portfolio, unless and until the written approval of the Advisor or the Board of Trustees, as the case may be, is so obtained. (dc) The Sub-Advisor shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Advisor shall provide to the Advisor or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Advisor or Board of Trustees may reasonably request. The Sub-Advisor shall keep the books and records relating to the Assets required to be maintained by the Sub-Advisor under this Agreement and shall timely furnish to the Advisor all information relating to the Sub-Advisor's services under this Agreement needed by the Advisor to keep the other books and records of the Fund Portfolio required by Rule 31a-1 under the 1940 Act. The Sub-Advisor shall also furnish to the Advisor any other information relating to the Assets that is required to be filed by the Advisor or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Advisor or the Trust obtains from the SEC. The Sub-Advisor agrees that all records that it maintains on behalf of the Fund Portfolio are the property of the Fund Portfolio and the Sub-Advisor will surrender promptly to the Fund Portfolio any of such records upon the FundPortfolio's request; provided, however, that the Sub-Advisor may retain a copy of such records. The Sub-Advisor agrees to permit the Advisor, the Trust's officers and its independent public accountants to inspect and audit such records pertaining to the Portfolio at reasonable times during regular business hours upon due notice. In addition, for the duration of this Agreement, the Sub-Advisor shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-advisor upon the termination of this Agreement (or, if there is no successor sub-advisor, to the Advisor). (d) The Sub-Advisor will also make its officers and employees available to meet with the officers of the Advisor and the Trust's officers and Trustees on due notice to review the investments and investment program of the Portfolio in the light of current and prospective economic and market conditions. In addition, the Sub-Advisor shall, on the Sub-Advisor's own initiative, and as reasonably requested by the Advisor, for itself and on behalf of the Trust, furnish to the Advisor from time to time whatever information the Advisor reasonably believes appropriate for this purpose. From time to time as the Board of Trustees of the Trust or the Advisor may reasonably request, the Sub-Advisor will furnish to the Advisor and Trust's officers and to each of its Trustees, at the Sub-Advisor's expense, reports on portfolio transactions and reports on issuers of securities held by the Portfolio, all in such detail as the Trust or the Advisor may reasonably request. In addition, the Sub-Advisor shall provide advice and assistance to the Advisor as to the determination of the value of securities held or to be acquired by the Portfolio for valuation purposes in accordance with the process described in the Portfolio's Prospectus. (e) The Sub-Advisor shall provide the Portfolio's custodian on each business day with information relating to all transactions concerning the Portfolio's Assets, including the name of the issuer, the description and amount or number of shares of the security purchased or sold, the market price, commission and gross or net price, trade date, settlement date and identity of the effecting broker or dealer, and such other information as may be reasonably required. The Sub-Advisor shall also provide the Advisor with such information upon request of the Advisor. (f) The investment management services provided by the Sub-Advisor under this Agreement are not to be deemed exclusive and the Sub-Advisor shall be free to render similar services to others, as long as such services do not impair the services rendered to the Advisor or the Trust. In the performance of its duties hereunder, the Sub-Advisor is and shall be an independent contractor and, except as expressly provided for herein or otherwise expressly provided or authorized in writing by the Advisor, shall have no authority to act for or represent the Portfolio or the Trust in any way or otherwise be deemed to be an agent of the Portfolio, the Trust or the Advisor. If any occasion should arise in which the Sub-Advisor gives any advice to its clients concerning the shares of the Portfolio, the Sub-Advisor will act solely as investment counsel for such clients and not in any way on behalf of the Portfolio. (g) The Sub-Advisor shall promptly notify the Advisor of any financial condition that is likely to impair the Sub-Advisor's ability to fulfill its commitment under this Agreement. (h) The Advisor, subject to concurrence and delegation by the Trust's Board of Trustees, may determine from time to time whether it or the Sub-Advisor will be responsible for voting proxies received with respect to securities held by the Portfolio. (i) Services to be furnished by the Sub-Advisor under this Agreement may be furnished through the medium of any of the Sub-Advisor's officers or employees, but the Sub-Advisor has a duty to notify the Trust and the Advisor promptly of any proposed change in portfolio manager(s) responsible for the services described in this Section 1.

Duties of the Sub Advisor. Subject to supervision by the Advisor and the Trust's Board of Trustees, the Sub-Advisor shall manage all of the securities and other assets of the Fund entrusted to it hereunder (the "Assets"), including the purchase, retention and disposition of the Assets, in accordance with the Fund's investment objective, policies and restrictions as stated in the Fund's prospectus and statement of additional information, as currently in effect and as amended or supplemented from time to time (referred to collectively as the "Prospectus"), and subject to the following: (a) The Sub-Advisor shall, in consultation with and subject to the direction of the Advisor, determine from time to time what Assets will be purchased, retained or sold by the Fund, and what portion of the Assets will be invested or held uninvested in cash. (b) In the performance of its duties and obligations under this Agreement, the Sub-Advisor shall act in conformity with the Trust's Declaration of Trust (as defined herein) and the Prospectus and with the instructions and directions of the Advisor and of the Board of Trustees of the Trust and will conform to and comply with the requirements of the 1940 Act, the Internal Revenue Code of 1986, and all other applicable federal and state laws and regulations, as each is amended from time to time. (c) The Sub-Advisor shall determine the Assets to be purchased or sold by the Fund as provided in subparagraph (a) and will place orders with or through such persons, brokers or dealers to carry out the policy with respect to brokerage set forth in the Fund's Registration Statement (as defined herein) and Prospectus or as the Board of Trustees or the Advisor may direct from time to time, in conformity with federal securities laws. In executing Fund transactions and selecting brokers or dealers, the Sub-Advisor will use its best efforts to seek on behalf of the Fund the best overall terms available. In assessing the best overall terms available for any transaction, the Sub-Advisor shall consider all factors that it deems relevant, including the breadth of the market in the security, the price of the security, the financial condition and execution capability of the broker or dealer, and the reasonableness of the commission, if any, both for the specific transaction and on a continuing basis. In evaluating the best overall terms available, and in selecting the broker-dealer to execute a particular transaction, the Sub-Advisor may also consider the brokerage and research services provided (as those terms are defined in Section 28(e) of the Securities Exchange Act of 1934). Consistent with any guidelines established by the Board of Trustees of the Trust, the Sub-Advisor is authorized to pay to a broker or dealer who provides such brokerage and research services a commission for executing a Fund transaction for the Fund which is in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if, but only if, the Sub-Advisor determines in good faith that such commission was reasonable in relation to the value of the brokerage and research services provided by such broker or dealer - - -- viewed in terms of that particular transaction or terms of the overall responsibilities of the Sub-Advisor to the Fund. In addition, the Sub-Advisor is authorized to allocate purchase and sale orders for securities to brokers or dealers (including brokers and dealers that are affiliated with the Advisor, Sub-Advisor or the Trust's principal underwriter) to take into account the sale of shares of the Trust if the Sub-Advisor believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms. In no instance, however, will the Fund's Assets be purchased from or sold to the Advisor, Sub-Advisor, the Trust's principal underwriter, or any affiliated person of either the Trust, Advisor, the Sub-Advisor or the principal underwriter, acting as principal in the transaction, except to the extent permitted by the Securities and Exchange Commission ("SEC") and the 1940 Act. (d) The Sub-Advisor shall maintain all books and records with respect to transactions involving the Assets required by subparagraphs (b)(5), (6), (7), (9), (10) and (11) and paragraph (f) of Rule 31a-1 under the 1940 Act. The Sub-Advisor shall provide to the Advisor or the Board of Trustees such periodic and special reports, balance sheets or financial information, and such other information with regard to its affairs as the Advisor or Board of Trustees may reasonably request. The Sub-Advisor shall keep the books and records relating to the Assets required to be maintained by the Sub-Advisor under this Agreement and shall timely furnish to the Advisor all information relating to the Sub-Advisor's services under this Agreement needed by the Advisor to keep the other books and records of the Fund required by Rule 31a-1 under the 1940 Act. The Sub-Advisor shall also furnish to the Advisor any other information relating to the Assets that is required to be filed by the Advisor or the Trust with the SEC or sent to shareholders under the 1940 Act (including the rules adopted thereunder) or any exemptive or other relief that the Advisor or the Trust obtains from the SEC. The Sub-Advisor agrees that all records that it maintains on behalf of the Fund are property of the Fund and the Sub-Sub- Advisor will surrender promptly to the Fund any of such records upon the Fund's request; provided, however, that the Sub-Advisor may retain a copy of such records. In addition, for the duration of this Agreement, the Sub-Advisor shall preserve for the periods prescribed by Rule 31a-2 under the 1940 Act any such records as are required to be maintained by it pursuant to this Agreement, and shall transfer said records to any successor sub-advisor upon the termination of this Agreement (or, if there is no successor sub-advisor, to the Advisor).