Common use of Valuation of Sub-Advisor Assets Clause in Contracts

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event that the Sub-Advisor determines that a material breach of the Investment Guidelines has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s its Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Advisor or its Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Sub-Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Sub‑Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor Sub‑Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s its Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Advisor or its Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor, its Valuation Committee or the Trust. For the avoidance of doubt, the Sub-Advisor is not the pricing agent of any Fund and shall not be responsible for determinations of the value of any of the Sub-Advisor Assets and such valuation shall be the responsibility of the Advisor, its Valuation Committee or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor Subadvisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor Subadvisor and Mercer or its designee in the event on any day that the Sub-Advisor Subadvisor determines that a material breach of the Investment Guidelines significant event has occurred with respect to one or more securities held in the Sub-Advisor AssetsAssets that cause the Sub-Subadvisor to revalue a security. As requested by the Advisor Subadvisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor Subadvisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor Subadvisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio, provided, however, that the Subadvisor acknowledges that the Sub-Subadvisor may be contractually limited in the information it is able to provide. Such assistance may include fair value pricing of portfolio securities, as requested by the AdvisorSubadvisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and Subadvisor agrees that, with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor Subadvisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor Subadvisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor Subadvisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder. The Subadvisor acknowledges and agrees that the Trust’s custodian is responsible for advising or taking action, including filing proof of claim forms, on behalf of the Fund in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in Sub-Advisor Assets or the issuers of those securities.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor on any day that the Sub‑Advisor or its designee in the event valuation delegate determine that the Sub-Advisor determines that a material breach price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s its Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Advisor or its Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Sub‑Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Sub-Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor Sub‑Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines that a material breach of the Investment Guidelines significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets. For purposes of this Agreement a “significant event” shall be based on the parameters outlined in the Valuation Procedures. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing Procedures, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge Notwithstanding the above, the Advisor acknowledges and agrees that the Sub-Advisor Adviser does not serve as the Fund’s pricing agent and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed any information supplied by the Sub-Advisor but held for accounts other than Adviser is supplementary to the TrustFund’s valuation determination. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly use commercially reasonable efforts to notify the Advisor or its designee in the event on any day that the Sub-Advisor determines that a material breach of the Investment Guidelines significant event has occurred with respect to one or more securities held in the Sub-Advisor AssetsAssets which would materially affect the value of such securities. As requested by the Advisor or the Trust’s its Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor hereby agrees to provide additional reasonable assistance to the Advisor, or its Valuation Committee of the TrustCommittee, the Advisor and the Trust’s pricing agents in valuing so that the Trust can value Sub-Advisor Assets held in the portfolio. Such assistance may include assistance with the Trust’s fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the The Sub-Advisor agrees that it will act, at all times, in accordance with the TrustSub-Advisor’s Valuation Procedures as presented to the Sub Advisor in advance in writing Pricing Policy and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures valuation and liquidity as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide provide, upon reasonable request, such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their its respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof. As requested by the Advisor or the Trust’s its Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Advisor or its Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the a pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented provided to the Sub Sub-Advisor in advance in writing by the Advisor, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor Advisor, its Valuation Committee or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees or its valuation delegate (as contemplated by the Trust’s Valuation Procedures) agree to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event on any day that the Sub-Advisor determines or its valuation delegate determine that a material breach the price of the Investment Guidelines has occurred with respect to one any security or more securities other investment held in the Sub-Advisor AssetsAssets may not accurately reflect the fair value thereof (it being understood that the valuation of certain Sub-Advisor Assets are typically updated by the Sub-Advisor on a monthly basis unless a change is deemed material consistent with the Sub-Advisor Compliance Procedures). As requested by the Advisor or the Trust’s its Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor and its valuation delegate hereby agrees agree to provide additional assistance to the Advisor or its Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as reasonably requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Advisor in advance in writing and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets (as reflected by the custodian or recordkeeping agent of the Trust), and (ii) on the other hand, assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to monitor the Sub-Advisor Assets and to promptly notify the Advisor or its designee in the event that the Sub-Advisor determines that a material breach of the Investment Guidelines has occurred with respect to one or more securities held in the Sub-Advisor Assets. As requested by the Advisor or the Trust’s Valuation Committee and in accordance with the Trust’s Valuation ProceduresCommittee, the Sub-Advisor hereby agrees to provide reasonable additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing agents in valuing determining or confirming the value of any of the Sub-Advisor Assets held in the portfolio. Such assistance may include providing recommendations for fair value pricing of portfolio securities, as requested by the Advisor. The Advisor acknowledges and agrees that the Sub-Advisor is not the pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the Fund. In connection with its role as Sub-Advisor and with respect to the Sub-Advisor Assets, the Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation Procedures as presented to the Sub Sub-Advisor in advance in writing writing, and will provide such certifications or sub-certifications relating to its compliance with the Trust’s Valuation Procedures as reasonably may be requested, from time to time, by the Advisor or the Trust. The parties acknowledge that the Sub-Advisor and the custodian or recordkeeping agent of the Trust may use different pricing vendors, which may result in valuation discrepancies with respect to (i) on the one hand, the Sub-Advisor Assets and (ii) assets (which may be the same as assets held as part of the Sub-Advisor Assets) managed by the Sub-Advisor but held for accounts other than the Trust. Upon Advisor’s reasonable request, the Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be reasonably required for a Fund or the Advisor to comply with their respective obligations under applicable federal securities lawsFederal Securities Laws, including, without limitation, the 1940 Act, the Advisers Act, the 1934 Act, the Securities Act of 1933, as amended (the “Securities Act”), and any rule or regulation thereunder.