Common use of Subadvisers Duties Clause in Contracts

Subadvisers Duties. The Subadviser shall formulate and implement a continuous investment program for each Fund, including the purchase, retention and disposition of investments therefor, in accordance with the Fund’s investment objective and policies as stated in the Trust’s Registration Statement. The Subadviser’s duties hereunder are subject to the following understandings with respect to each Fund: (a) Subject to the supervision and control of the Adviser, the Subadviser shall furnish a continuous investment program for the Fund, determine from time to time what investments or securities will be purchased, retained or sold by the Fund, and what portion of the assets will be invested or held uninvested as cash; (b) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s Declaration of Trust, Bylaws, policies and procedures and Registration Statement, in each case as may be amended or updated from time to time, and with the instructions and directions of the Adviser, provided, however, that the Subadviser shall not be responsible for acting contrary to any of the foregoing that are changed without notice of such change to the Subadviser; and the Subadviser shall conform to and comply with the applicable requirements of the 1940 Act, the Advisers Act and all other applicable federal or state laws, rules and regulations; (c) The Subadviser shall promptly communicate to the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Subadviser deems the purchase or sale of an investment to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Subadviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the Fund and to such other clients; (d) The Subadviser shall maintain books and records with respect to the Fund’s investment transactions and shall render to the Adviser such periodic and special reports as the Adviser may reasonably request; (e) The Subadviser shall provide the Adviser with a list of all investment transactions as reasonably requested by the Adviser; (f) The investment advisory services of the Subadviser with respect to the Fund under this Agreement are not to be deemed exclusive, and the Subadviser shall be free to render similar services to others.

Subadvisers Duties. The Subject to the general supervision of the Trust's Board of Trustees (the "Board") and the Adviser, the Subadviser shall formulate shall, employing its discretion, manage the investment operations of each Fund and implement a continuous investment program for the composition of the portfolio of securities and investments (excluding cash) belonging to each Fund, including the purchase, retention and disposition thereof and the execution of investments thereforagreements relating thereto, in accordance with the Fund’s 's investment objective objective, policies and policies restrictions as stated in the Trust’s Registration Statement. The Subadviser’s duties hereunder are 's then-current Prospectus and Statement of Additional Information (together, the "Prospectus") and subject to the following understandings with respect to each Fundunderstandings: (a) Subject to the supervision and control of the Adviser, the The Subadviser shall furnish a continuous investment program for the Fund, each Fund and determine from time to time what investments or securities will be purchased, retained or sold by the Fund, each Fund and what portion of the assets belonging to each Fund will be invested or held uninvested as cash, and shall, when it deems appropriate and without prior consultation with Adviser, (i) buy, sell, exchange, convert and otherwise trade in any stocks, bond and other securities including money market instruments, whether the issuer is organized in the United States or outside the United States, (ii) place orders for the execution of such securities transactions with or through such brokers, dealers or issuers as the Subadviser may select and (iii) purchase, sell, exchange or convert foreign currency in the spot or forward markets as necessary to facilitate transactions in international securities for the Fund; (b) The Subadviser shall use its best judgment in the performance of its duties under this Agreement and will use reasonable efforts to work with the Adviser or its agent to maintain a portfolio for each Fund that is consistent with the Shepherd Values as set forth in the Trust's Prospectus; (c) The Subadviser, in the performance of its duties and obligations under this Agreement, shall act in conformity with the Trust’s 's Declaration of Trust, Bylaws, policies its By-Laws and procedures and Registration Statement, in each case as may be amended or updated from time to time, its Prospectus and with the instructions and directions of the AdviserTrust's Board of Trustees and the Adviser and will conform to and comply with the requirements of the 1940 Act and all other applicable federal and state laws and regulations, provided, however, except that the Subadviser shall not be responsible for acting contrary to any of compliance with, or for monitoring compliance with, the foregoing that are changed without notice of such change to the Subadviser; and the Subadviser shall conform to and comply with the applicable requirements of the 1940 ActInternal Revenue Code, the Advisers Act and all other applicable federal or state laws, rules and regulationsspecifically Subchapter M; (cd) The Subadviser shall promptly communicate to determine the Adviser such information relating to Fund transactions as the Adviser may reasonably request. On occasions when the Subadviser deems the purchase or sale of an investment securities to be in the best interest of the Fund as well as other clients, the Subadviser, to the extent permitted by applicable laws and regulations, may aggregate the investments to be sold or purchased, provided that in the opinion of the Subadviser, all accounts are treated equitably and fairly. In such event, allocation of the investments so purchased or sold, as well as the expenses incurred in the transactions, shall be made sold by the Subadviser in the manner it considers to be the most equitable and consistent with its fiduciary obligations to the each Fund and as agent for the Trust will effect portfolio transactions pursuant to its determinations either directly with the issuer or with any broker and/or dealer in such other clientssecurities, subject to Section 3 below; (de) The Subadviser shall maintain books and records with respect to the Fund’s investment securities transactions of each Fund and shall render to the Adviser and the Trust's Board of Trustees such periodic and special reports as the Adviser or the Board may reasonably request; (ef) The Subadviser shall provide the Adviser Trust's custodian with such information relating to the Trust as is customarily provided by a list of subadviser to a custodian; and (g) Subadviser shall have the power to vote, either in person or by proxy, all investment transactions as reasonably requested by securities in which the Fund may be invested from time to time, and shall not be required to seek or take instructions from the Adviser; (f) The investment advisory services , a Fund or the Trust or take any action with respect thereto. Subadviser shall receive reimbursement from the Fund for the Fund's portion of the cost of any proxy voting service that Subadviser may subscribe to and use in the performance of its duties hereunder. Subadviser shall not be expected or required to take any action other than the rendering of investment-related advice with respect to lawsuits involving securities held by the Fund, or the issuers thereof, including actions involving bankruptcy. Should the Subadviser undertake litigation against an issuer on behalf of the Fund, the Fund under this Agreement are not agrees to be deemed exclusivepay its portion of any applicable legal fees associated with the action or to forfeit any claim to any assets the Subadviser may recover and, and in such case, agrees to hold Subadviser harmless for excluding the Fund from such action. (h) Notwithstanding the above, the Subadviser shall not be free to render similar services to othersresponsible for calculating Fund performance or pricing Fund securities.