Common use of USE OF SUB-ADVISERS Clause in Contracts

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 Fund to furnish information or services, such information or services shall be furnished by the Fund’s service providers directly to both the Adviser and any Sub-Adviser.

USE OF SUB-ADVISERS. The In providing the services and assuming the obligations set forth herein, in connection with any investment portfolio of the Fund, the Adviser may delegate certain of at its responsibilities under this Agreement with respect to the provision of the investment advisory services set forth in Section 2 above to expense employ one or more parties sub-advisers (each such partyeach, a “Sub-Adviser”), pursuant or may enter into such service agreements as the Adviser deems appropriate in each case to a written agreement with such Sub-Adviser that complies connection with the applicable provisions performance of Section 15 of the Investment Company Act its duties 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 portfolioobligations hereunder; provided, however, that this provision the Adviser shall not limit the Adviser’s obligation as a fiduciary to supervise each Fund’s investment program and the activities be relieved of any of its obligations under this Agreement by the appointment of such sub-adviser and provided further, that the Adviser shall be responsible, to the extent provided in Section 12 hereof for all acts of such sub-adviser as if such acts were its own. Reference herein to the duties and responsibilities of the Adviser shall include any Sub-Adviser employed by the Adviser to the extent the Adviser shall delegate such duties and responsibilities to any such Sub-Adviser. Any delegation of investment advisory services pursuant to this Section 3(b) agreement between the Adviser and a Sub-Adviser shall be subject to the following conditions: approval of the Fund’s Board of Directors, and shareholders of any portfolio affected thereby, as required by the Investment Company Act of 1940, as amended (ithe “1940 Act”) (unless exempt under applicable Securities and Exchange Commission (the “SEC”) guidance, order or relief), and any fees or compensation payable to any such Sub-Adviser shall at all times 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 subject to the Adviser directly may be incurred by direction of the Sub-Adviser and paid by Board of Directors of the Fund or any officer of the Fund acting pursuant to the Sub-Adviser directly, so long as such payment arrangement is approved by authority of 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-AdviserBoard of Directors. Furthermore, the Adviser shall be responsible for assigning perform ongoing due diligence oversight of any such Sub-Adviser in order to each assure continuing quality of performance by said Sub-Adviser. The Adviser also agrees to assist in the collection of materials from any such Sub-Adviser that portion the Board reasonably requests for purposes of reviewing or approving a sub-advisory agreement under Section 15(c) 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 Fund to furnish information or services, such information or services shall be furnished by the Fund’s service providers directly to both the Adviser and any Sub-Adviser1940 Act.