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

Valuation of Sub-Advisor Assets. The Sub-Advisor agrees to provide reasonable assistance to the Advisor, custodian or pricing agent for the Fund in determining or confirming, consistent with the Trust’s Valuation Procedures, the value of any Sub-Advisor Assets for which the Advisor, custodian or pricing agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor in the event the Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in the Sub-Advisor Assets pursuant to the Sub-Advisor’s procedures for determining the fair value of a security; (iii) upon the request of the Advisor or custodian, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held in the Sub-Advisor Assets; and (iv) upon the request of the Advisor or custodian, confirming pricing and providing suggestions for fair valuations in accordance with the Trust’s Valuation Procedures. The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be 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 provide reasonable assistance to monitor the Advisor, custodian or pricing agent for the Fund in determining or confirming, consistent with the Trust’s Valuation Procedures, the value of any Sub-Advisor Assets for which and to notify the Advisor, custodian Subadvisor and Mercer or pricing agent seeks assistance from its designee on any day that the Sub-Advisor Subadvisor determines that a significant event has occurred with respect to one or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor in the event the Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security more securities held in the Sub-Advisor Assets pursuant to that cause the Sub-AdvisorSubadvisor to revalue a security. As requested by the Subadvisor or the Trust’s procedures for determining Valuation Committee, the Sub-Subadvisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the 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 a security; (iii) upon portfolio securities, as requested by the request of the Advisor or custodianSubadvisor. The Sub-Subadvisor agrees that, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held in the Sub-Advisor Assets; and (iv) upon the request of the Advisor or custodian, confirming pricing and providing suggestions for fair valuations it will act, at all times, in accordance with the Trust’s Valuation 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 Subadvisor or the Trust. 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 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 to provide take reasonable assistance steps to monitor the Advisor, custodian or pricing agent for the Fund in determining or confirming, consistent with the Trust’s Valuation Procedures, the value of any Sub-Advisor Assets for which and to notify the Advisor, custodian Advisor or pricing agent seeks assistance from its designee on any day that the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include determines that a significant event (but is not limited to): (i) notifying the Advisor as described in the event the Sub-Advisor Fund's Valuation and Liquidity Procedures) has reason occurred with respect to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events one or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security more securities held in the Sub-Advisor Assets pursuant to such that, in the Sub-Advisor’s procedures for determining 's reasonable judgment, the fair price of the security(ies) as of the close of trading is not a valid indicator of the value of the security(ies). [this language is essential to the Valuation Committee's operations as this Committee requires the cooperation of subadvisors to notify it of any significant event relating to the Fund's ability to value a security; (iii) upon portfolio security and is a specific obligation of subadvisors as described further in the request of Procedures.] As requested by the Advisor or custodianthe Trust's Valuation Committee, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held in the Sub-Advisor Assets; and (iv) upon hereby agrees to provide additional assistance to the request Valuation Committee of the Trust, the Advisor or custodianand the Trust's pricing agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair value pricing of portfolio securities, confirming pricing and providing suggestions for fair valuations as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s 's Valuation 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 Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be 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 provide reasonable assistance monitor the Sub‑Advisor Assets and to promptly notify the Advisor, custodian Advisor on any day that the Sub-Advisor or pricing agent for its valuation delegate determine that the Fund price of any security or other investment held in determining the Sub-Advisor Assets may not accurately reflect the fair value thereof. As requested by the Advisor or confirming, consistent the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the value Sub-Advisor and its valuation delegate hereby agree to provide additional assistance to the Valuation Committee of any the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets for which held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor, custodian or pricing agent seeks assistance from . The Advisor acknowledges and agrees that the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor in pricing agent for the event the Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value Fund and does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in the Sub-Advisor Assets pursuant to the Sub-Advisor’s procedures have responsibility for determining the fair market value of a security; (iii) upon any asset in the request of the Advisor or custodian, assisting in obtaining bids Fund. In connection with its role as Sub‑Advisor and offers or quotes from broker/dealers or market-makers with respect to securities held in the Sub-Advisor Assets; and (iv) upon , the request of the Sub-Advisor or custodianagrees that it will act, confirming pricing and providing suggestions for fair valuations at all times, in accordance with the Trust’s Valuation ProceduresProcedures 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 provide reasonable assistance to the Advisor, custodian or pricing agent for the Fund in determining or confirming, consistent with the Trust’s Valuation Procedures, the value of any Sub-Advisor Assets for which the Advisor, custodian or pricing agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor in the event the Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in monitor the Sub-Advisor Assets pursuant and to notify the Advisor or its designee on any day that the Sub-Advisor’s procedures for determining the fair value of Advisor determines that a security; (iii) upon the request of the Advisor or custodian, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers significant event has occurred with respect to one or more securities held in the Sub-Advisor Assets; and (iv) upon . For purposes of this Agreement a “significant event” shall be based on the request of parameters outlined in the Valuation Procedures. As requested by the Advisor or custodianthe Trust’s Valuation Committee, confirming the Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of the Trust, the Advisor and the Trust’s pricing and providing suggestions for agents in valuing Sub-Advisor Assets held in the portfolio. Such assistance may include fair valuations value pricing of portfolio securities, as requested by the Advisor. The Sub-Advisor agrees that it will act, at all times, in accordance with the Trust’s Valuation 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. Notwithstanding the above, the Advisor acknowledges and agrees that the Sub-Adviser does not serve as the Fund’s pricing agent and any information supplied by the Sub-Adviser is supplementary to the Fund’s valuation determination. The Sub-Advisor also will provide such information or perform such additional acts as are customarily performed by a Sub-Advisor and may be 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 provide reasonable assistance monitor the Sub-Advisor Assets and to promptly notify the Advisor, custodian Advisor on any day that the Sub-Advisor or pricing agent for its valuation delegate determine that the Fund price of any security or other investment held in determining the Sub-Advisor Assets may not accurately reflect the fair value thereof. As requested by the Advisor or confirming, consistent the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the value Sub-Advisor and its valuation delegate hereby agree to provide additional assistance to the Valuation Committee of any the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets for which held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor, custodian or pricing agent seeks assistance from . The Advisor acknowledges and agrees that the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the event the Fund. In connection with its role as Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in the Sub-Advisor Assets pursuant to the Sub-Advisor’s procedures for determining the fair value of a security; (iii) upon the request of the Advisor or custodian, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held in the Sub-Advisor Assets; and (iv) upon , the request of the Sub-Advisor or custodianagrees that it will act, confirming pricing and providing suggestions for fair valuations at all times, in accordance with the Trust’s Valuation ProceduresProcedures 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 provide reasonable assistance monitor the Sub-Advisor Assets and to promptly notify the Advisor, custodian Advisor or pricing agent for its designee in the Fund 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 determining the Sub-Advisor Assets. As requested by the Advisor or confirming, consistent the Trust’s Valuation Committee and in accordance with the Trust’s Valuation Procedures, the value Sub-Advisor hereby agrees to provide additional assistance to the Valuation Committee of any the Trust, the Advisor and the Trust’s pricing agents in valuing Sub-Advisor Assets for which held in the portfolio. Such assistance may include fair value pricing of portfolio securities, as requested by the Advisor, custodian or pricing agent seeks assistance from . The Advisor acknowledges and agrees that the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor pricing agent for the Fund and does not have responsibility for determining the market value of any asset in the event the Fund. In connection with its role as Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in the Sub-Advisor Assets pursuant to the Sub-Advisor’s procedures for determining the fair value of a security; (iii) upon the request of the Advisor or custodian, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers with respect to securities held in the Sub-Advisor Assets; and (iv) upon , the request of the Sub-Advisor or custodianagrees that it will act, confirming pricing and providing suggestions for fair valuations at all times, in accordance with the Trust’s Valuation ProceduresProcedures 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 provide reasonable assistance to the Advisor, custodian or pricing agent for the Fund in determining or confirming, consistent with the Trust’s Valuation Procedures, the value of any Sub-Advisor Assets for which the Advisor, custodian or pricing agent seeks assistance from the Sub-Advisor or identifies for review by the Sub-Advisor. Such reasonable assistance shall include (but is not limited to): (i) notifying the Advisor in the event the Sub-Advisor has reason to believe that any Sub-Advisor Asset’s value does not appear to reflect corporate actions, news, significant events or such security otherwise requires review to determine if fair valuation may be necessary under the Trust’s Valuation Procedures; (ii) notifying the Advisor in the event the Sub-Advisor determines, the fair value of a security held in monitor the Sub-Advisor Assets pursuant and to promptly notify the Advisor or its designee in the event that the Sub-Advisor’s procedures for determining the fair value of Advisor determines that a security; (iii) upon the request material breach of the Advisor or custodian, assisting in obtaining bids and offers or quotes from broker/dealers or market-makers Investment Guidelines has occurred with respect to one or more securities held in the Sub-Advisor Assets; and (iv) upon the request of . As requested by the Advisor or custodianthe Trust’s Valuation Committee, 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 determining or confirming pricing and the value of any of the Sub-Advisor Assets held in the portfolio. Such assistance may include providing suggestions recommendations for fair valuations 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 ProceduresProcedures 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 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.