Common use of Subadvisory Services Clause in Contracts

Subadvisory Services. (a) Subject to the general oversight of the Board and the general supervision, oversight and direction of Advisor, Subadvisor will (i) make investment decisions for the Segment in accordance with the Fund's respective investment objective and policies as stated in the Registration Statement, the provisions of this Agreement, and with such other written guidelines as the Advisor, chief compliance officer (“CCO”) of the Fund, or Board may from time to time provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Segment and if applicable, enter such orders on behalf of the Segment under trading agreements the Advisor or Fund has entered into (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Segment as are required by applicable law or regulation. (b) In providing the Subadvisory Services, Subadvisor will supervise the Segment and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Segment's assets. In addition, Subadvisor will furnish the Fund and/or Advisor whatever information, including statistical data, the Fund and/or Advisor may reasonably request with respect to the instruments that the Subadvisor may cause the Segment to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the relevant policies and procedures of the Fund and Advisor of which it has received written notice, (ii) Investment Guidelines (as defined in Section 3 below) applicable to the Fund, and (iii) the Registration Statement, the Investment Company Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "Code"), and all other applicable federal and state laws, rules, and regulations (collectively with the Registration Statement, the Investment Company Act, the Advisers Act, and the Code, the "Relevant Laws"). Advisor will give Subadvisor prompt notice of any material change to any policy and/or procedures of the Fund. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, securities and other assets of the Segment shall be held at all times by such entity or entities engaged by the Fund to be the custodian, including prime brokers and futures commission merchants (collectively, the "Custodian") in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Segment or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets with respect to the Segment shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Segment as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the Segment. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Segment due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the Segment. Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the Custodian's records on a daily basis, and (ii) reconcile the market value from its internal records to the Custodian's records. (e) Advisor acknowledges and agrees that Subadvisor is not the Segment's pricing agent, and is not responsible for pricing the securities held by the Segment. However, Subadvisor shall be responsible for reviewing the prices used to value the Segment's holdings for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's valuation committee or to the Segment's pricing agents in valuing securities held by the Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the Segment. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Segment or that the Segment will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Segment between Subadvisor and any other subadvisor engaged to manage some of the assets of the Fund ("Other Subadvisors"), if any, are consistent with the requirements of the Investment Company Act and with the Fund’s policy regarding Section 17 transactions. (i) Subadvisor will not advise or act for the Segment in any legal proceedings, including bankruptcies or class actions, involving securities held in the Segment or issues of those securities, without the Advisor's prior written consent. (j) The Fund has claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "CPO Exclusion") and Subadvisor shall not manage the Segment in a manner that would cause the Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing

Subadvisory Services. (a) Subject to the general oversight of the Board and the general supervision, oversight and direction of Advisor, Subadvisor will (i) make investment decisions for the Segment Funds in accordance with the each Fund's ’s respective investment objective and policies as stated in the such Fund’s Registration Statement, the IPS, the provisions of this Agreement, and with such other written guidelines as the Advisor, chief compliance officer (“CCO”) of the Fund, or Board Advisor may from time to time provide to Subadvisor; (ii) place purchase and sale orders on behalf of the Segment Funds and if applicable, enter such orders on behalf of the Segment Funds under trading agreements the Advisor or Fund Issuer has entered into for use by the Funds (such as ISDAs, futures agreements, MSFTAs, and other agreements) as necessary to place such orders; and (iii) maintain such books and records with respect to the securities transactions of the Segment Funds as are required by applicable law or regulation. (b) In providing the Subadvisory Services, Subadvisor will supervise the Segment Funds and conduct a continual program of investment, evaluation and, if appropriate, sale and reinvestment of the Segment's Funds’ assets. In addition, Subadvisor will furnish the Fund Issuer and/or Advisor whatever information, including statistical data, the Fund Issuer and/or Advisor may reasonably request with respect to the instruments that the Subadvisor may cause the Segment Funds to hold or contemplate purchasing. (c) Subadvisor will at all times comply with (i) the relevant policies and procedures of the Fund Funds, Issuer, and Advisor of which it has received written notice, (ii) Investment Guidelines the Rules (as defined in Section 3 below) applicable to the FundFunds, and (iii) the Funds’ Registration Statement, the IPS, the Investment Company Act, the Advisers Act, the Internal Revenue Code of 1986, as amended (the "“Code"”), and all other applicable federal and state laws, rules, and regulations (collectively with the Registration Statement, the IPS, the Investment Company Act, the Advisers Act, and the Code, the "“Relevant Laws"”). Advisor will give Subadvisor prompt notice of any material change to any policy and/or procedures of the FundFunds. Subadvisor will not be responsible for complying with any such material changes of which it has not received notice. (d) All cash, securities and other assets of the Segment Funds shall be held at all times by such entity or entities engaged by the Fund Issuer to be the custodian, including prime brokers and futures commission merchants (collectively, the "“Custodian"”) in compliance with Section 17(f) of the Investment Company Act. Subadvisor shall not be responsible for any custody arrangements involving any assets of the Segment Funds or for the payment of any custodial charges or fees, nor shall Subadvisor have possession or custody of any such assets. All payments, distributions and other transactions in cash, securities or other assets with in respect to of the Segment Funds shall be made directly to or from the Custodian. Advisor shall provide, or shall direct the Custodian to provide, to Subadvisor from time to time such reports concerning assets, receipts and disbursements with respect to the Segment Funds as Subadvisor may request, including daily information on cash balances available for investment, Fund shareholder activity and market value of the securities held by the SegmentFunds. In providing the Subadvisory Services, Subadvisor also shall be responsible for trade confirmations, monitoring timely settlement of trades, and resolving custody overdrafts resulting from trading. In the event overdraft fees are incurred with respect to the Segment Funds due to circumstances deemed outside the normal course of business, Subadvisor shall be responsible for reimbursing the SegmentFunds. Subadvisor shall (i) reconcile positions from Subadvisor’s internal records to the Custodian's ’s records on a daily basis, and (ii) reconcile the market value from its internal records to the Custodian's ’s records, and (iii) provide Advisor with a monthly reconciliation report listing any material discrepancies as defined by Advisor. (e) Advisor acknowledges and agrees that Subadvisor is not the Segment's Funds’ pricing agent, and is not responsible for pricing the securities held by the SegmentFunds. However, Subadvisor shall be responsible for reviewing the prices used to value the Segment's Funds’ holdings for reasonableness and notifying Advisor of any need to challenge a price provided by a pricing vendor. Upon request, Subadvisor will provide reasonable assistance to the Advisor's ’s valuation committee or to the Segment's Funds’ pricing agents in valuing securities held by the a Fund. (f) At the reasonable request of Advisor, Subadvisor will participate in educational meetings with intermediaries or others about portfolio management and investment-related matters regarding the SegmentFunds. (g) Subadvisor makes no representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Segment Funds or that the Segment Funds will perform comparably with any standard, including any other clients of Subadvisor or any index. (h) Subadvisor is responsible for ensuring that any transactions effected for the Segment Funds between Subadvisor and any other subadvisor engaged to manage some of the assets of the Fund Funds ("“Other Subadvisors"”), if any, are consistent with the requirements of the Investment Company Act and with the Fund’s Funds’ policy regarding Section 17 transactions. Subadvisor will not consult with any Other Subadvisors of the Funds or other subadvisors to a series under common control with the Funds concerning transactions of the Funds in securities or other assets. (i) Subadvisor will not advise or act for the Segment Funds in any legal proceedings, including bankruptcies or class actions, involving securities held in the Segment Funds or issues of those securities, without the Advisor's ’s prior written consent. (j) The Fund has Funds have claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "“CPO Exclusion"”) and Subadvisor shall not manage the Segment Funds in a manner that would cause the any Fund to not qualify for the CPO Exclusion unless otherwise approved by the Advisor in writing. (k) In connection with collateral and margin requirements and short sale proceeds associated with transactions effected with respect to the Funds, Subadvisor shall be responsible for moving subadvised assets into and out of any tri-party special custody accounts established by the Funds. Advisor is responsible for establishing such tri-party special custody accounts and Subadvisor is responsible for the instruction of the collateral movement to and from such accounts. In addition, Subadvisor will be responsible for posting margin for the Funds in compliance with Rule 17f-6 under the Investment Company Act. Advisor will calculate asset coverage and segregate liquid assets on the Funds’ books for purposes of compliance with Section 18 of the Investment Company Act and the guidance and interpretation of the staff of the SEC. Subadvisor is responsible for monitoring the Funds to confirm the adequacy of eligible collateral and will take any necessary action to resolve any deficiencies as promptly as practicable under the circumstances.