USE OF SUB-ADVISERS. You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and ratified (i) by the Board including a majority of the trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) if required under interpretations of the Investment Company Act of 1940, as amended (the “Act”) by the Securities and Exchange Commission or its staff, by vote of the holders of a majority of the outstanding voting securities of the applicable Fund (unless the Trust has obtained an exemption from the provisions of Section 15(a) of the Act). Any such delegation shall not relieve you from any liability hereunder.
USE OF SUB-ADVISERS. Any of your duties, responsibilities and obligations specified in Section 1 and throughout the remainder of this Agreement with respect to the Fund may be delegated by you, at your expense, to an appropriate party (a “sub-adviser”), subject to such approval by the Board and shareholders of the applicable Fund to the extent required by the 1940 Act. You shall oversee the performance of delegated duties by any sub-adviser and shall furnish the Board with periodic reports concerning the performance of delegated responsibilities by such sub-adviser. The retention of a sub-adviser by you pursuant to this Section 2 shall in no way reduce your responsibilities and obligations under this Agreement and that you shall be responsible to the Trust for all acts or omissions of any sub-adviser party in connection with the performance of your duties under this Agreement. Insofar as the provisions of this Agreement impose any restrictions, conditions, limitations or requirements on you, you shall take measures through your contract with, or your oversight of, the sub-adviser that attempt to impose similar (insofar as the circumstances may require) restrictions, conditions, limitations or requirements on the sub-adviser.
USE OF SUB-ADVISERS. All services to be furnished by the Adviser under this Agreement may be furnished through the medium of any managers, officers or employees of the Adviser or through such other parties (including, without limitation, a sub-adviser) as the Adviser may determine from time to time. Each sub-advisory agreement may provide that the applicable sub-adviser, subject to the control and supervision of the Trust’s Board of Trustees and the Adviser, shall have full investment discretion for the applicable Fund, shall make all determinations with respect to the investment of such Fund’s assets assigned to it and the purchase and sale of portfolio securities with those assets, and shall take such steps as may be necessary to implement its investment decisions. Any delegation of duties pursuant to this Section 3 shall comply with any applicable provisions of Section 15 of the Investment Company Act, except to the extent permitted by any exemptive order of the Securities and Exchange Commission or similar relief. The Adviser shall not be responsible or liable for the investment merits of any decision by a sub-adviser to purchase, hold, or sell a security for the applicable Fund’s portfolio; provided, however, that this provision shall not limit the Adviser’s obligation as a fiduciary to supervise each Fund’s investment program and the activities of sub-advisers.
USE OF SUB-ADVISERS. In providing the services and assuming the obligations set forth herein, in connection with any investment portfolios of the Fund(s), the Adviser may at its expense employ one or more sub-advisers, and may enter into such service agreements as the Adviser deems appropriate in connection with the performance of its duties and obligations hereunder. Reference herein to the duties and responsibilities of the Adviser shall include any sub-adviser employed by the Adviser to the Extent that the Adviser shall delegate such duties and responsibilities to any such sub-advisor. Any agreement between the Adviser and a sub-adviser shall be subject to the approval of the Trust, its Board and the owners of interests issued by any portfolio affected thereby, as required by the 1940 Act, and any such sub-adviser shall at all times be subject to the direction of the Board of the Trust or any officer of the Trust acting pursuant to the authority of the Board. The Adviser shall perform ongoing due diligence oversight of any such sub-adviser in order to assure continuing quality of performance by said sub-adviser.
USE OF SUB-ADVISERS. The Adviser may delegate certain of its responsibilities under this Agreement with respect to the provision of the investment advisory services set forth in Section 2 above to one or more parties (each such party, a “Sub-Adviser”), pursuant in each case to a written agreement with such Sub-Adviser that complies with the applicable provisions of Section 15 of the Investment Company Act and the rules thereunder (including, without limitation, the requirements for approval by the Board and shareholders of the Fund), except to the extent permitted by any exemptive order of the SEC or similar relief. Each sub-advisory agreement may provide that the applicable Sub-Adviser, subject to the control and supervision of the Board and the Adviser, shall have full investment discretion for the applicable Fund, shall make all determinations with respect to the investment of such Fund’s assets assigned to it and the purchase and sale of the Fund’s securities or other investments with those assets, and shall take such steps as may be necessary to implement its investment decisions. The Adviser shall not be responsible or liable for the investment merits of any decision by a Sub-Adviser to purchase, hold or sell a security for the applicable Fund’s portfolio; provided, however, that this provision shall not limit the Adviser’s obligation as a fiduciary to supervise each Fund’s investment program and the activities of any Sub-Adviser. Any delegation of investment advisory services pursuant to this Section 3(b) shall be subject to the following conditions: (i) any fees or compensation payable to any Sub-Adviser shall be paid by the Adviser and no additional obligation may be incurred on the applicable Fund’s behalf to any Sub-Adviser; except that any Fund expenses that may be incurred by the Adviser and paid by such Fund to the Adviser directly may be incurred by the Sub-Adviser and paid by the Fund to the Sub-Adviser directly, so long as such payment arrangement is approved by the Fund and the Adviser prior to the Sub-Adviser incurring any such expenses; (ii) if the Adviser delegates its responsibilities under this Agreement to more than one Sub-Adviser, the Adviser shall be responsible for assigning to each Sub-Adviser that portion of the applicable Fund’s assets for which the Sub-Adviser is to act as Sub-Adviser, subject to the Board’s approval; and (iii) to the extent that any obligations of the Adviser or any Sub-Adviser require any service provider of the applicable Fun...
USE OF SUB-ADVISERS. You may delegate responsibilities, rights or duties under Sections 1, 5, and 6 of this Agreement to one or more investment advisers registered under the Advisers Act (each, a “Sub-Adviser”). Any such use of a Sub-Adviser must be pursuant to an agreement with you that is approved: (i) by the Trust's Board of Trustees, including a majority of the trustees who are not who parties to the agreement or "interested persons" (as defined in the 1940 Act) of you or the Trust, and (ii) if required under the 1940 Act and relevant SEC exemptions or SEC staff interpretations, by the Fund’s shareholders. You will evaluate and select the Sub-Advisers and will make recommendations to the Board of Trustees about the hiring, termination and replacement of a Sub-Adviser and will oversee, monitor and review the Sub-Advisers and their performance and their compliance with the Fund’s investment objective, policies and restrictions. In the event that your agreement with any Sub-Adviser is terminated, you shall at such time assume the responsibilities of such Sub-Adviser unless and until a successor Sub-Adviser is selected and the requisite approval of the Trust’s Board and shareholders, if any is required, is obtained. Notwithstanding any delegation pursuant to this paragraph, you will continue to have overall responsibility for the management and investment of the Fund's assets and responsibility for all advisory services furnished by any Sub-Adviser and will supervise each Sub-Adviser in its performance of its duties for the Fund. You will also retain sole responsibility for all services described in Section 1, 5, and 6 of this Agreement and not expressly delegated to one or more Sub-Advisers.
USE OF SUB-ADVISERS. You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you, provided the agreements are approved and ratified (i) by the Board including a majority of the Trustees who are not interested persons of you or of the Trust, cast in person at a meeting called for the purpose of voting on such approval, and (ii) as required under interpretations of the 1940 Act by the SEC or its staff, by vote of the holders of a majority of the outstanding voting securities of the applicable Fund (unless the Trust has obtained an exemption from the provisions of Section 15(a) of the Act). Any such delegation shall not relieve you from any liability hereunder.
USE OF SUB-ADVISERS. In providing the services and assuming the obligations set forth herein, in connection with the investment portfolios of the Fund, the Adviser may at its expense employ one or more sub-advisers, and may enter into such service agreements as the Adviser deems appropriate in connection with the performance of its duties and obligations hereunder, including without limitation, from time to time delegating any or all of its portfolio management responsibilities hereunder. Reference herein to the duties and responsibilities of the Adviser shall include any sub-adviser employed by the Adviser to the extent that the Adviser shall delegate such duties and responsibilities to any such sub-adviser. Any agreement between the Adviser and a sub-adviser shall be subject to the approval of the Trust, its Board of Trustees, and the owners of interests issued by any portfolio affected thereby, as required by the 1940 Act, and any such sub-adviser shall at all times be subject to the direction of the Board of Trustees of the Trust or any officer of the Trust acting pursuant to the authority of the Board of Trustees. The Adviser shall perform ongoing due diligence oversight of any such sub-adviser in order to assure continuing quality of performance by said sub-adviser.
USE OF SUB-ADVISERS. You may delegate any or all of the responsibilities, rights or duties described above to one or more sub-advisers who shall enter into agreements with you. Any such delegation shall not relieve you from any liability hereunder.
USE OF SUB-ADVISERS. Subject to the requirements of the 1940 Act and the direction and approval of the Trustees, Management may retain one or more investment sub-advisers with respect to any or all of the Accounts.
