Common use of EMPLOYMENT OF THE SUB-ADVISOR Clause in Contracts

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees (the "Board"), for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents and warrants that: (i) The Advisor has been duly authorized by the Board to delegate to the Sub-Advisor the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (which portion, until changed by the Advisor by not less than ten days prior written notice, shall be ________% of the total assets of the Fund) (the said portion, as it may be changed from time to time, being herein called the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees (the "Board")Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents and warrants that: (i) The Advisor has been duly authorized by the Board to delegate to the Sub-Advisor the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "“Advisory Agreement"”), the Advisor hereby appoints the Sub-Advisor and delegates to the Sub-Advisor full authority and discretion to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it the Sub-Advisor by the Advisor (the "“Fund Assets"”), in conformity with the Fund's ’s currently effective Registration Statement, including its prospectus and Statement of Additional Information (“Registration Statement”) and subject to the control and direction of the Advisor and the Trust's ’s Board of Trustees (the "“Board"”), for the period and on the terms hereinafter set forth. The Advisor shall furnish to the Sub-Advisor the currently effective Registration Statement and such other information with regard to the affairs of the Fund that the Sub-Advisor may reasonably request. The Advisor shall provide the Sub-Advisor with prompt notice of any changes to the Registration Statement. For avoidance of doubt, the Sub-Advisor will not be deemed to have knowledge of any changes to the Registration Statement until the Sub-Advisor received actual notice of the changes to the Registration Statement. b. The Sub-Advisor hereby accepts such employment as a sub-adviser to the Fund and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply comply, in all material respects respects, with all applicable laws and regulations, both state and federal, in connection with its duties and responsibilities under this Agreement. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents and warrants that: (i) The Advisor has been duly authorized by the Board to delegate to the Sub-Advisor the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor and delegates to the Sub-Advisor full authority and discretion to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it the Sub-Advisor by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, including its prospectus and Statement of Additional Information ("Registration Statement") and subject to the control and direction of the Advisor and the Trust's Board of Trustees (the "Board"), for the period and on the terms hereinafter set forth. The Advisor shall furnish to the Sub-Advisor the currently effective Registration Statement and such other information with regard to the affairs of the Fund that the Sub-Advisor may reasonably request. The Advisor shall provide the Sub-Advisor with prompt notice of any changes to the Registration Statement. For avoidance of doubt, the Sub-Advisor will not be deemed to have knowledge of any changes to the Registration Statement until the Sub-Advisor received actual notice of the changes to the Registration Statement. b. The Sub-Advisor hereby accepts such employment as a sub-adviser to the Fund and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Advisers Act and shall otherwise comply comply, in all material respects respects, with all applicable laws and regulations, both state and federal, in connection with its duties and responsibilities under this Agreement. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents and warrants that: (i) The Advisor has been duly authorized by the Board to delegate to the Sub-Advisor the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage manage, without prior consultation with the Advisor or the Trusts' Board of Trustees, the investment and reinvestment of that portion all of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the general control and direction of the Advisor and the Trust's Board of Trustees (the "Board")Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor shall be afforded a reasonable amount of time after receiving notice of changes to the foregoing documents to implement any such changes. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents . Advisor, on behalf of itself and warrants that: (i) The Advisor has been duly authorized by the Board to delegate to the Trust, hereby appoints Sub-Advisor as attorney-in-fact for Advisor and the provision of investment services Trust (with respect to the Fund), with the authority to act by and on behalf of, and in the name of, the Advisor and the Trust (with respect to the Fund), including to open and maintain brokerage and other accounts, execute transactions and take other actions, as necessary or appropriate to act as Sub-Advisor to the Advisor and the Trust with respect to the Fund as contemplated hereby; and Assets on a basis consistent with this Agreement. If requested by Sub-Advisor, Advisor (ii) The Advisor is in compliance in all material respects with the requirements on behalf of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, itself and the respective rules Fund) agrees to execute and regulations thereunder, as applicable, as well as with all other applicable federal deliver (or cause to be executed and state laws, rules, regulations and case law that relate delivered) to the services and relationships described hereunder and to the conduct Sub-Advisor a mutually acceptable stand-alone limited power of its business as a registered investment adviserattorney.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (which portion, until changed by the Advisor by not less than ten days prior written notice, shall be 100% of the total assets of the Fund) (the said portion, as it may be changed from time to time, being herein called the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees (the "Board")Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. . The Advisor represents and warrants that: (i) The Advisor acknowledges that it has been duly authorized by the Board to delegate to the received Sub-Advisor the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 ActAdvisor's Form ADV, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviserPart II.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the "Fund Assets"), in conformity with the Fund's currently effective Registration Statement, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees (the "Board")Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor acknowledges and agrees that its appointment as a sub-advisor to the Fund is non-exclusive, and that the Advisor may allocate the Fund Assets in its sole discretion. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 (the "Advisers Act") and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents and warrants that: (i) The the Sub-Advisor has been duly authorized by recognize that the Board nature of a small capitalization product limits the maximum size that the Fund could grow to delegate and still be expected to maintain a consistent level of performance. Therefore the Advisor and the Sub-Advisor agree that the total dollar amount of assets that the Advisor will allocate to the Sub-Advisor under this agreement shall be limited to a maximum of $250,000,000 unless another amount is mutually agreed upon in writing by the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviserSub-Advisor.

EMPLOYMENT OF THE SUB-ADVISOR. a. In accordance with and subject to the Investment Advisory Agreement between the Trust and the Advisor, attached hereto as Exhibit A (the "Advisory Agreement"), the Advisor hereby appoints the Sub-Advisor to manage act as the Advisor's agent and attorney-in-fact with respect to the investment and reinvestment of that portion of the assets of the Fund allocated to it by the Advisor (the said portion, as it may be changed from time to time, being herein called the "Fund Assets"), in conformity with full power and authority to direct any custodian of the Fund Assets to purchase, sell or exchange any stocks, bonds or other securities ("Securities") and to issue directly to a broker or dealer such orders for the purchase, sale or exchange of securities as the Sub-Advisor may deem appropriate and without prior consultation with the Fund's currently effective Registration StatementAdvisor, prospectus and Statement of Additional Information and subject to the control and direction of the Advisor and the Trust's Board of Trustees (the "Board")Trustees, for the period and on the terms hereinafter set forth. The Sub-Advisor hereby accepts such employment and agrees during such period to render the services and to perform the duties called for by this Agreement for the compensation herein provided. The Sub-Advisor shall at all times maintain its registration as an investment advisor under the Investment Advisers Act of 1940 and shall otherwise comply in all material respects with all applicable laws and regulations, both state and federal. The Sub-Advisor shall for all purposes herein be deemed an independent contractor and shall, except as expressly provided or authorized (whether herein or otherwise), have no authority to act for or represent the Trust in any way or otherwise be deemed an agent of the Trust or the Fund. b. The Advisor represents and warrants that: (i) The Advisor has been duly authorized by the Board to delegate to the Sub-Advisor the provision of investment services to the Fund as contemplated hereby; and (ii) The Advisor is in compliance in all material respects with the requirements of the 1940 Act, Advisers Act, the Securities Act of 1933, as amended (the "1933 Act"), the Securities Exchange Act of 1934, as amended (the "1934 Act"), the Commodity Exchange Act, and the respective rules and regulations thereunder, as applicable, as well as with all other applicable federal and state laws, rules, regulations and case law that relate to the services and relationships described hereunder and to the conduct of its business as a registered investment adviser.