Common use of Subadvisers Clause in Contracts

Subadvisers. In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 13 below, the Manager shall take the following actions in respect of the performance by the Subadviser of its obligations in respect of the Fund: - perform periodic detailed analysis and review of the performance by the Subadviser of its obligations to the Fund, including without limitation a review of the Subadviser’s investment performance in respect of the Fund and in respect of other accounts managed by the Subadviser with similar investment strategies; - prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board of Trustees may reasonably request; - review and consider any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and make appropriate reports to the Board of Trustees; - review and consider any changes in the ownership or senior management of the Subadviser and make appropriate reports to the Board of Trustees; - perform periodic in-person or telephonic diligence meetings with representatives of the Subadviser; - assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the subadvisory agreement with the Subadviser and annual consideration of the agreement thereafter; - at the request of the Board of Trustees, prepare recommendations with respect to the continued retention of any Subadviser or the replacement of any Subadviser; - at the request of the Board of Trustees, identify potential successors to or replacements of any Subadviser or potential additional Subadvisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Subadviser; - designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and - perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Management Agreement, the applicable subadvisory agreement, and applicable law. The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to any Subadviser.

Subadvisers. In any case where a Subadviser has been retained in respect of some or all of the assets of the Fund as contemplated by Section 13 below(a) At its own expense, the Manager shall take the following actions in respect of the performance by the Subadviser Adviser may carry out any of its obligations in respect under this Agreement by employing, subject to the approval, direction and control of the Board, one or more Subadvisers who are registered as investment advisers pursuant to the Advisers Act. The Adviser shall: (i) evaluate, select and recommend Subadvisers to manage all or a portion of a Fund: - perform periodic detailed analysis ’s assets; (ii) allocate and, when appropriate, reallocate a Fund’s assets among multiple Subadvisers; (iii) terminate any Subadviser; (iv) monitor and review of evaluate each Subadviser’s performance; and (v) implement procedures reasonable designed to help ensure that Subadvisers, in providing services to a Fund, comply with the performance Fund’s investment objective, investment policies, and investment restrictions documented in the Board Policies, the Organic Documents, the Prospectus, the Adviser Guidelines, and the Procedures, each as provided to the Adviser by the Subadviser Trust; the 1940 Act; the Advisers Act, the Securities Act; the 1934 Act; the Internal Revenue Code of 1986, as amended; and other applicable laws. Despite the Advisor’s ability to employ Subadvisers to perform the duties set forth in Section 3 of this Agreement, the Adviser shall retain overall supervisory responsibility for the general management and investment of a Fund’s assets. The Adviser shall be liable under this Agreement: (i) for its obligations failure to exercise good faith in the employment of a Subadviser; (ii) for its failure to exercise appropriate supervision of a Subadviser; and (iii) as may be otherwise agreed by the Trust and the Adviser in writing. (b) Subject to the Fund, including without limitation a review of the Subadviser’s investment performance in respect of the Fund and in respect of other accounts managed by the Subadviser with similar investment strategies; - prepare and present periodic reports to the Board of Trustees regarding the investment performance of the Subadviser and other information regarding the Subadviser, at such times and in such forms as the Board of Trustees may reasonably request; - review and consider any changes in the personnel of the Subadviser responsible for performing the Subadviser’s obligations and make appropriate reports to the Board of Trustees; - review and consider any changes in the ownership or senior management of the Subadviser and make appropriate reports to the Board of Trustees; - perform periodic in-person or telephonic diligence meetings with representatives of the Subadviser; - assist the Board of Trustees and management of the Trust in developing and reviewing information with respect to the initial approval of the subadvisory agreement Board, the Adviser may (i) enter into and amend Subadvisory Agreements with the Subadviser and annual consideration of the agreement thereafter; - at the request of the Board of Trustees, prepare recommendations with respect to the continued retention of any Subadviser new or the replacement of any Subadviser; - at the request of the Board of Trustees, identify potential successors to or replacements of any Subadviser or potential additional current Subadvisers, perform appropriate due diligence, and develop and present to the Board of Trustees a recommendation as to any such successor, replacement, or additional Subadviser; - designate and compensate from its own resources such personnel as the Manager may consider necessary or appropriate to the performance of its services hereunder; and - perform such other review and reporting functions as the Board of Trustees shall reasonably request consistent with this Management Agreement, the applicable subadvisory agreement, and applicable law. The Manager shall perform the obligations hereunder relating generally to the investment program of the Fund that have not been delegated to (ii) replace any Subadviser. (c) Each Subadviser’s employment shall be evidenced by a separate written agreement approved by the Board and, to the extent required by law or regulation, by the shareholders of each applicable Fund.