Common use of SUB-ADVISERS AND CONSULTANTS Clause in Contracts

SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its discretion and with the approval of the Board of Trustees, delegate certain of its responsibilities under this Agreement in respect of any Fund to one or more qualified companies (each, a “sub-adviser”), each of which is registered under the Investment Advisers Act of 1940, as amended, provided that the separate costs of employing such sub-advisers and of the sub-advisers themselves are borne by the Adviser or the sub-adviser and not by the Fund in question. Unless the Board of Trustees specifies otherwise in connection with its approval of any such delegation or unless any agreement pursuant to which such delegation is effected specifies otherwise, (i) the obligation of the Adviser in respect of the activities of any such sub-adviser shall be to provide to the Board of Trustees its recommendation as to the initial selection of the sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, and to oversee generally the performance by such sub-adviser of its obligations to the Fund in question over time (which oversight may include periodic review of policies and procedures of the sub-adviser but will not include approval of or responsibility for specific investment decisions by the sub-adviser) and to report to the Board of Trustees periodically as to its evaluation of the performance of such sub-adviser and as to the nature and scope of such general oversight, in accordance with the standard of care set out in Section 11 below, and (ii) assuming compliance by the Adviser with its obligations under clause (i), the Adviser shall not be responsible or have any liability for any investment decision or any other act or omission on the part of any sub-adviser, including without limitation any error or mistake of judgment on the part of the sub-adviser or failure by the sub-adviser to comply with any policies, procedures, guidelines, or objectives of any Fund, the Adviser, or the sub-adviser.

SUB-ADVISERS AND CONSULTANTS. The Without limiting any other power and authority set forth elsewhere in this Agreement, pursuant to any law or otherwise, of the Investment Adviser to delegate its responsibilities under this Agreement in respect of any series of the Trust to one or more other parties, with respect to any series of the Trust established by the Trust’s Board of Trustees on or after March 19, 2009 or any series of the Trust which, as of such date, has no shares issued or outstanding (each such series, at the time such series is added to Schedule A hereto, a “Fund”), the Investment Adviser may from time to time, in its discretion and with the approval of the Trust’s Board of Trustees, delegate certain any or all of its responsibilities under this Agreement in respect of any such Fund to one or more qualified companies other parties (each, a “sub-adviser”), each of which is registered under the Investment Advisers Act of 1940, as amended, pursuant in each case to a written agreement with such sub-adviser that meets the requirements of Section 15 of the 1940 Act applicable to contracts for services as investment adviser of a registered investment company (including without limitation the requirements for approval by the Trust’s Board of Trustees and shareholders of the Fund), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission, provided that the separate costs of employing such sub-advisers and of the sub-advisers themselves are borne by the Investment Adviser or the sub-adviser and not by the Fund in question. Unless the Trust’s Board of Trustees specifies otherwise in connection with its approval of any such delegation or unless any agreement pursuant to which such delegation is effected specifies otherwise, (ia) the obligation of the Investment Adviser in respect of the activities of any such sub-adviser shall be (i) to provide to the Trust’s Board of Trustees its recommendation advice and consultation as to the initial selection selection, evaluation, retention and possible termination of the sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, (ii) to supervise and to oversee generally the performance by such the sub-adviser of its obligations to the Fund in question over time (which oversight may shall include periodic evaluation of the services provided by the sub-adviser and the performance of the Fund and periodic review of the policies and procedures of the sub-adviser adviser, but will not include approval of or responsibility for specific investment decisions by the sub-adviser) and (iii) to report to the Trust’s Board of Trustees periodically as to its oversight, supervision and evaluation of the performance of such sub-adviser and as to the nature and scope of such general oversight, supervision and evaluation, in accordance with the standard of care set out in Section 11 below3 above, and (iib) assuming compliance by the Investment Adviser with its obligations under clause (ia), the Investment Adviser shall not be responsible or have any liability for any investment decision or any other act or omission on the part of any sub-adviser, including without limitation any error or mistake of judgment on the part of the sub-adviser or failure by the sub-adviser to comply with any policies, procedures, guidelines, guidelines or objectives of any Fund, the Adviser, Investment Adviser or the sub-adviser. The Investment Adviser and the Trust’s Board of Trustees may elect that any Fund created prior to March 19, 2009 be governed by the provisions set forth in this Section 12 provided that such election is authorized by the vote of the Investment Adviser, the Trust’s Board of Trustees and the shareholders holding a majority of the shares of such Fund entitled to vote upon such matter.”

SUB-ADVISERS AND CONSULTANTS. The Without limiting any other power and authority set forth elsewhere in this Agreement, pursuant to any law or otherwise, of the Investment Adviser to delegate its responsibilities under this Agreement in respect of any series of the Trust to one or more other parties, with respect to any series of the Trust established by the Trust’s Board of Trustees on or after March 19, 2009 or any series of the Trust which, as of such date, has no shares issued or outstanding (each such series, at the time such series is added to Schedule A hereto, a “New Fund”), the Investment Adviser may from time to time, in its discretion and with the approval of the Trust’s Board of Trustees, delegate certain any or all of its responsibilities under this Agreement in respect of any such New Fund to one or more qualified companies other parties (each, a “sub-adviser”), each of which is registered under the Investment Advisers Act of 1940, as amended, pursuant in each case to a written agreement with such sub-adviser that meets the requirements of Section 15 of the 1940 Act applicable to contracts for services as investment adviser of a registered investment company (including without limitation the requirements for approval by the Trust’s Board of Trustees and shareholders of the New Fund), subject, however, to such exemptions as may be granted by the Securities and Exchange Commission, provided that the separate costs of employing such sub-advisers and of the sub-advisers themselves are borne by the Investment Adviser or the sub-adviser and not by the New Fund in question. Unless the Trust’s Board of Trustees specifies otherwise in connection with its approval of any such delegation or unless any agreement pursuant to which such delegation is effected specifies otherwise, (ia) the obligation of the Investment Adviser in respect of the activities of any such sub-adviser shall be (i) to provide to the Trust’s Board of Trustees its recommendation advice and consultation as to the initial selection selection, evaluation, retention and possible termination of the sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, (ii) to supervise and to oversee generally the performance by such the sub-adviser of its obligations to the New Fund in question over time (which oversight may shall include periodic evaluation of the services provided by the sub-adviser and the performance of the New Fund and periodic review of the policies and procedures of the sub-adviser adviser, but will not include approval of or responsibility for specific investment decisions by the sub-adviser) and (iii) to report to the Trust’s Board of Trustees periodically as to its oversight, supervision and evaluation of the performance of such sub-adviser and as to the nature and scope of such general oversight, supervision and evaluation, in accordance with the standard of care set out in Section 11 below3 above, and (iib) assuming compliance by the Investment Adviser with its obligations under clause (ia), the Investment Adviser shall not be responsible or have any liability for any investment decision or any other act or omission on the part of any sub-adviser, including without limitation any error or mistake of judgment on the part of the sub-adviser or failure by the sub-adviser to comply with any policies, procedures, guidelines, guidelines or objectives of any New Fund, the Adviser, Investment Adviser or the sub-adviser. The Investment Adviser and the Trust’s Board of Trustees may elect that any Fund created prior to March 19, 2009 and that, as of such date, had shares issued or outstanding be governed by the provisions set forth in this Section 12 provided that such election is authorized by the vote of the Investment Adviser, the Trust’s Board of Trustees and the shareholders holding a majority of the outstanding voting securities of such Fund entitled to vote upon such matter.”

SUB-ADVISERS AND CONSULTANTS. The Adviser may from time to time, in its discretion and with the approval of the Board of Trustees, delegate certain of its responsibilities under this Agreement in respect of any Fund to one or more qualified companies (each, a “sub-adviser”), each of which is registered under the Investment Advisers Act of 1940, as amended, provided that the separate costs of employing such sub-advisers and of the sub-advisers themselves are borne by the Adviser or the sub-sub- adviser and not by the Fund in question. Unless the Board of Trustees specifies otherwise in connection with its approval of any such delegation or unless any agreement pursuant to which such delegation is effected specifies otherwise, (i) the obligation of the Adviser in respect of the activities of any such sub-adviser shall be to provide to the Board of Trustees its recommendation as to the initial selection of the sub-adviser and as to the periodic renewal of the sub-advisory agreement with the sub-adviser, and to oversee generally the performance by such sub-adviser of its obligations to the Fund in question over time (which oversight may include periodic review of policies and procedures of the sub-adviser but will not include approval of or responsibility for specific investment decisions by the sub-adviser) and to report to the Board of Trustees periodically as to its evaluation of the performance of such sub-adviser and as to the nature and scope of such general oversight, in accordance with the standard of care set out in Section 11 below, and (ii) assuming compliance by the Adviser with its obligations under clause (i), the Adviser shall not be responsible or have any liability for any investment decision or any other act or omission on the part of any sub-adviser, including without limitation any error or mistake of judgment on the part of the sub-adviser or failure by the sub-adviser to comply with any policies, procedures, guidelines, or objectives of any Fund, the Adviser, or the sub-adviser.