Common use of Appointment as Sub-Advisor Clause in Contracts

Appointment as Sub-Advisor. The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor Assets, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor shall be required to act with the care, skill, prudence, and diligence under the circumstances then prevailing that a prudent person acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. In rendering the services required under this Agreement, the Sub-Advisor may, from time to time, employ, delegate or associate itself with such affiliated persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided however, that (i) such assistance shall not involve such person serving as an “investment adviser” to the Fund within the meaning of the 1940 Act, (ii) the Sub-Advisor shall remain liable to the Advisor for the performance of the Sub-Advisor’s obligations under this Agreement and for the acts and omissions of such other persons, and (iii) the Advisor shall not be responsible for any fees that any such person may charge to the Sub-Advisor in connection with such services.

Appointment as Sub-Advisor. The Advisor hereby appoints the Sub-Advisor to act as investment adviser for and to manage the Sub-Advisor AssetsAssets of the Funds set forth on Exhibit A hereto, as it may be amended from time to time, subject to the supervision of the Advisor and the Board of Trustees of the Trust, and subject to the terms of this Agreement; and the Sub-Advisor hereby accepts such appointment. In such capacity, the Sub-Advisor shall be responsible for the investment management of the Sub-Advisor Assets. The Sub-Advisor shall be required agrees to act with exercise the care, same degree of skill, prudence, care and diligence in performing its services under this Agreement as the circumstances then prevailing that a prudent person acting Sub-Advisor exercises in a like capacity and familiar performing similar services with such matters would use in respect to other similar fiduciary accounts for which the conduct of an enterprise of a like character and with like aimsSub-Advisor has investment responsibilities. In rendering the services required under this Agreement, the Sub-Advisor may, from time to time, employ, delegate or associate with itself with such affiliated persons as it believes necessary to assist it in carrying out its obligations under this Agreement; provided however, that (i) such assistance shall not involve such person serving as an “"investment adviser” " to the Fund within the meaning of the 1940 Act, (ii) the Sub-Advisor shall remain liable to the Advisor for the performance of the Sub-Advisor’s 's obligations under this Agreement and for the acts and omissions of such other persons, and (iii) the Advisor shall not be responsible for any fees that any such person may charge to the Sub-Advisor in connection with such services.