Common use of Subadvisers Clause in Contracts

Subadvisers. In carrying out the Adviser’s responsibilities hereunder in regard to each of the Funds referenced in Schedule A to this Agreement, the Adviser, in the Adviser’s sole discretion to the extent permitted by applicable law, any exemptive orders issued by the SEC applicable to the Funds, or any SEC staff no-action letter applicable to a Fund, shall have the authority hereunder to select, employ, retain, or otherwise avail itself of the services of other persons or entities registered as investment advisers under the Advisers Act (a “subadviser”), including, without limitation, affiliates of the Adviser, at the Adviser’s own cost and expense on such terms as the Adviser shall determine to be necessary, desirable, or appropriate, to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement. Retention of one or more subadvisers in no way shall reduce or relieve the responsibilities or obligations of the Adviser under this Agreement, and the Adviser shall supervise and oversee the activities of any said subadviser and the Adviser shall be responsible for all acts and omissions of said subadvisers in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties. Any said subadviser shall be registered under the Advisers Act, be in good standing with the Commission, and be capable of performing the subadviser’s subadvisory duties pursuant to a subadvisory agreement approved by the Trust’s Board and, except as otherwise permitted by the 1940 Act or by Commission rule or regulation, a vote of the majority of the outstanding voting securities of the applicable Fund.

Subadvisers. In carrying (a) At its own expense, the Adviser may carry out any of its obligations under this Agreement by employing, subject to the Adviser’s responsibilities hereunder in regard to each direction and control of the Funds referenced Board, one or more persons who are registered as investment advisers pursuant to the Advisers Act ("Subadvisers"). The Adviser may with respect to a Fund: (i) evaluate, select, and recommend Subadvisers to manage all or a portion of the Fund's assets; (ii) allocate and, when appropriate, reallocate the Fund's assets among multiple Subadvisers; (iii) terminate any Fund Subadviser; (iv) monitor and evaluate each Subadviser's performance; and (v) implement procedures reasonably designed to seek to ensure that Subadvisers comply with the Fund's investment objective, policies, and restrictions. Despite the Advisor's ability to employ Subadvisers to perform the duties set forth in Schedule A to Section 3 of this Agreement, the Adviser, in Advisor shall retain overall supervisory responsibility for the Adviser’s sole discretion to the extent permitted general management and investment of each Fund's assets. (b) Each Subadviser's employment will be evidenced by applicable law, any exemptive orders issued by the SEC applicable to the Funds, or any SEC staff no-action letter applicable to a Fund, shall have the authority hereunder to select, employ, retain, or otherwise avail itself of the services of other persons or entities registered as investment advisers under the Advisers Act (a “subadviser”), including, without limitation, affiliates of the Adviser, at the Adviser’s own cost and expense on such terms as the Adviser shall determine to be necessary, desirable, or appropriate, to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement. Retention of one or more subadvisers in no way shall reduce or relieve the responsibilities or obligations of the Adviser under this Agreement, and the Adviser shall supervise and oversee the activities of any said subadviser and the Adviser shall be responsible for all acts and omissions of said subadvisers in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties. Any said subadviser shall be registered under the Advisers Act, be in good standing with the Commission, and be capable of performing the subadviser’s subadvisory duties pursuant to a subadvisory separate written agreement approved by the Trust’s Board and, except as otherwise permitted if required, by the 1940 Act or by Commission rule or regulation, a vote of the majority of the outstanding voting securities shareholders of the applicable Fund. (c) The Adviser may, if authorized by applicable law or an exemptive order issued by the SEC to the Adviser and the Trust, and upon approval of the Board, (i) enter into and amend Sub-Advisory Agreements with new or current Subadvisers with respect to a Fund; and (ii) replace any Subadviser with respect to that Fund without seeking approval of Fund Shareholders ("Manager of Managers Structure"). The Adviser may not employ a Manager of Managers Structure with respect to a Fund without seeking prior approval of that Fund's shareholders.

Subadvisers. In carrying out the Adviser’s responsibilities hereunder in regard to each of the Funds referenced in Schedule A to this Agreement, the Adviser, in the Adviser’s sole discretion to the extent permitted by applicable law, any exemptive orders issued by the SEC applicable to the Funds, or any SEC staff no-action letter applicable to a Fund, shall have the authority hereunder to select, employ, retain, or otherwise avail itself of the services of other persons or entities registered as investment advisers under the Advisers Act (a “subadviser”), including, without limitation, affiliates of the Adviser, at the Adviser’s own cost and expense (including, but not limited to, from Adviser’s compensation payable under this Agreement) on such terms as the Adviser shall determine to be necessary, desirable, or appropriate, to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement. Retention of one or more subadvisers in no way shall reduce or relieve the responsibilities or obligations of the Adviser under this Agreement, and the Adviser shall supervise and oversee the activities of any said subadviser and the Adviser shall be responsible for all acts and omissions of said subadvisers in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties. Any said subadviser shall be registered under the Advisers Act, be in good standing with the Commission, and be capable of performing the subadviser’s subadvisory duties pursuant to a subadvisory agreement approved by the Trust’s Board and, except as otherwise permitted by the 1940 Act or by Commission rule or regulation, a vote of the majority of the outstanding voting securities of the applicable Fund.

Subadvisers. In carrying out the Adviser’s responsibilities hereunder in regard to each of the Funds referenced in Schedule A to this Agreement, the Adviser, in the Adviser’s sole discretion (subject as described below to Trust Board approval of the subadvisory agreement and, if applicable, a majority ‘in favor' vote of the outstanding securities of the Fund) to the extent permitted by applicable law, any exemptive orders issued by the SEC applicable to the Funds, or any SEC staff no-action letter applicable to a Fund, shall have the authority hereunder to select, employ, retain, or otherwise avail itself of the services of other persons or entities registered as investment advisers under the Advisers Act (a “subadviser”), including, without limitation, affiliates of the Adviser, at the Adviser’s own cost and expense on such terms as the Adviser shall determine to be necessary, desirable, or appropriate, to perform some or all of the services for which the Adviser is responsible pursuant to this Agreement. Retention of one or more subadvisers in no way shall reduce or relieve the responsibilities or obligations of the Adviser under this Agreement, and the Adviser shall supervise and oversee the activities of any said subadviser and the Adviser shall be responsible for all acts and omissions of said subadvisers in connection with the performance of the Adviser’s duties hereunder unless otherwise agreed by the parties. Any said subadviser shall be registered under the Advisers Act, be in good standing with the Commission, and be capable of performing the subadviser’s subadvisory duties pursuant to a subadvisory agreement approved by the Trust’s Board and, except as otherwise permitted by the 1940 Act or by Commission rule or regulation, a vote of the majority of the outstanding voting securities of the applicable Fund.