Common use of STATUS OF SUB-ADVISER Clause in Contracts

STATUS OF SUB-ADVISER. The services of Sub-Adviser to the Trust are not to be deemed exclusive, and Sub-Adviser shall be free to render similar services to others. The Trust and Adviser agree that Sub-Adviser may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the Portfolio; provided that Sub-Adviser acts in good faith, and provided further that it is Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Portfolio and any specific instructions applicable thereto. In order to assist Sub-Adviser in performing the Services to the Portfolio, the Trust and/or Adviser may from time to time provide Sub-Adviser with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Sub-Adviser agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Sub-Adviser shall use such proprietary documents only to assist it in performing the Services to the Portfolio, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser. In rendering its Services to the Portfolio, Sub-Adviser shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Sub-Adviser shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Sub-Adviser to act for or represent the Trust under limited circumstance. In such circumstances, Sub-Adviser may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Sub-Adviser to act for or represent the Trust, Sub-Adviser shall in no way be deemed an agent of the Trust. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Sub-Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business. It is understood that the name “Xxxxxxx Investment Partners, LP” and any derivatives associated with that name are the valuable property of the Sub-Adviser. Brandes understands and agrees that the Trust may use such name(s) in the Portfolio’s Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the Portfolio, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Sub-Adviser, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

STATUS OF SUB-ADVISER. The services of Sub-Adviser to the Trust are not to be deemed exclusive, and Sub-Adviser shall be free to render similar services to others. The Trust and Adviser agree that Sub-Adviser may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the Portfolioa Fund; provided that Sub-Adviser acts in good faith, and provided further that it is Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio Fund over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Portfolio Fund and any specific instructions applicable thereto. Sub-Adviser agrees that the use of the “Screened List” as set forth in the Confidentiality Agreement entered into by Sub-Adviser and Advisor, which Agreement is incorporated herein by specific reference, shall be kept in strictest of confidence and shall be used for no other purpose than that set forth therein. In order to assist Sub-Adviser in performing the Services to the PortfolioFunds, the Trust and/or Adviser may from time to time provide Sub-Adviser with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Sub-Adviser agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Sub-Adviser shall use such proprietary documents only to assist it in performing the Services to the PortfolioFunds, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser. In rendering its Services to the PortfolioFunds, Sub-Adviser shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Sub-Adviser shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Sub-Adviser to act for or represent the Trust under limited circumstance. In circumstances, ln such circumstances, Sub-Adviser may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Sub-Adviser to act for or represent the Trust, Sub-Adviser shall in no way be deemed an agent of the Trust. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Sub-Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business. It is understood that the name “Xxxxxxx Investment Partners, LPXxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx” and any derivatives associated with that name are arc the valuable property of the Sub-Adviser. Brandes BHMS understands and agrees that the Trust may use such name(s) in the Portfolio’s Funds’ Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the PortfolioFunds, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Sub-Adviser, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

STATUS OF SUB-ADVISER. The services of Sub-Adviser to the Trust are not to be deemed exclusive, and Sub-Adviser shall be free to render similar services to others. The Trust and Adviser agree that Sub-Adviser may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the Portfolioa Fund; provided that Sub-Adviser acts in good faith, and provided further that it is Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio Fund over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Portfolio Fund and any specific instructions applicable thereto. Sub-Adviser agrees that the use of the “Screened List” as set forth in the Confidentiality Agreement entered into by Sub-Adviser and Advisor, which Agreement is incorporated herein by specific reference, shall be kept in strictest of confidence and shall be used for no other purpose than that set forth therein. In order to assist Sub-Adviser in performing the Services to the PortfolioFunds, the Trust and/or Adviser may from time to time provide Sub-Adviser with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Sub-Adviser agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the Adviser, Sub-Adviser shall use such proprietary documents only to assist it in performing the Services to the PortfolioFunds, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser. In rendering its Services to the PortfolioFunds, Sub-Adviser shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Sub-Adviser shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Sub-Adviser to act for or represent the Trust under limited circumstancecircumstances. In such circumstances, Sub-Adviser may be deemed to be an agent of the Trust. Except for those circumstances in which the Trust has specifically authorized Sub-Adviser to act for or represent the Trust, Sub-Adviser shall in no way be deemed an agent of the Trust. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Sub-Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business. It is understood that the name “Xxxxxxx Investment Partners, LPXxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx” and any derivatives associated with that name are the valuable property of the Sub-Adviser. Brandes BHMS understands and agrees that the Trust may use such name(s) in the Portfolio’s Funds’ Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the PortfolioFunds, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Sub-Adviser, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).

STATUS OF SUB-ADVISER. The services of Sub-Adviser to the Trust are not to be deemed exclusive, and Sub-Adviser shall be free to render similar services to others. The Trust and Adviser agree that Sub-Adviser may give advice or exercise investment responsibility and take other action with respect to accounts of other clients which may differ from advice given or the timing or nature of action taken with respect to the Portfolioa Fund; provided that Sub-Adviser acts in good faith, and provided further that it is Sub-Adviser’s policy to allocate, within its reasonable discretion, investment opportunities to the Portfolio Fund over a period of time on a fair and equitable basis relative to other client accounts, taking into account the investment objectives and policies of the Portfolio Fund and any specific instructions applicable thereto. Sub-Adviser agrees that the use of the “Screened List” as set forth in tile Confidentiality Agreement entered into by Sub-Adviser and Advisor, which Agreement is incorporated herein by specific reference, shall be kept in strictest of confidence and shall be used for no other purpose than that set forth therein. In order to assist Sub-Adviser in performing the Services to the PortfolioFunds, the Trust and/or Adviser may from time to time provide Sub-Adviser with information, documents, research or writings designated as proprietary by the Trust or the Adviser. Sub-Adviser agrees that, upon being informed that such information, documents, research or writings provided to it are deemed proprietary by the Trust and/or the tile Adviser, Sub-Adviser shall use such proprietary documents only to assist it in performing the tile Services to the Portfoliotile Funds, and further agrees not to use, distribute, or publish, for its own benefit or for the benefit of others, information, documents, research or writings designated as proprietary by the Trust or the Adviser. In rendering its Services to the PortfolioFunds, Sub-Adviser shall be deemed to be an independent contractor. Unless expressly authorized or requested by the Trust, Sub-Adviser shall have no authority to act for or represent the Trust in any way other than as an independent contractor providing the Services described in this Agreement. The parties to this Agreement acknowledge and agree that the Trust may, from time to time, authorize Sub-Adviser to act for or represent the Trust under limited circumstancecircumstances. In such circumstances, Sub-Adviser may be deemed to be an agent of the Trust. Except for those circumstances in which the tile Trust has specifically authorized Sub-Adviser to act for or represent the Trust, Sub-Adviser shall in no way be deemed an agent of the Trust. Nothing in this Agreement shall limit or restrict the right of any director, officer or employee of Sub-Sub- Adviser to engage in any other business or to devote his or her time and attention in part to the management or other aspects of any other business. It is understood that the name “Xxxxxxx Investment Partners, LPXxxxxx Xxxxxx Xxxxxxxxx & Xxxxxxx” and any derivatives associated with that name are the valuable property of the Sub-Adviser. Brandes BHMS understands and agrees that the Trust may use such name(s) in the Portfolio’s Funds’ Prospectus, Statement of Additional Information and other documents comprising the Registration Statement in order to satisfy the Trust’s disclosure requirements under federal law. The Trust and Adviser each understands and agrees that in sales literature and reports prepared for dissemination to shareholders of and prospective investors in the PortfolioFunds, the Adviser and/or the Trust shall not make public any material containing such name(s) without first obtaining the written consent of the Sub-Adviser, which consent shall not unreasonably be withheld. Upon the termination of this Agreement, the Trust and/or Adviser shall forthwith cease to use such name(s).