Common use of Use of Services of Others Clause in Contracts

Use of Services of Others. In rendering certain non-investment advisory services related to fulfilling requirements under this Agreement, Sub-Adviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the 1940 Act. Sub-Adviser shall remain liable to Adviser for the performance of Sub-Adviser’s obligations hereunder, to extent specified in the Standard of Care, Limitation of Liability and Indemnification provision of this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Sub-Adviser for such services. The Sub-Adviser may also delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board, which may not be materially amended without prior written approval of the Adviser and the Board, and which provides for its automatic termination in the event this Sub-Advisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Sub-Adviser shall be liable to the Adviser and the Trust for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegate utilized hereunder as if such delegate were a party hereto. The Sub-Adviser shall be solely responsible for compensating any delegate for services rendered, neither the Adviser nor the Trust may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegate.

Use of Services of Others. In rendering certain non-investment advisory services related to fulfilling requirements under this Agreement, Sub-Adviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the 1940 Act. Sub-Adviser shall remain liable to Adviser for the performance of Sub-Adviser’s obligations hereunder, to extent specified in the Standard of Care, Limitation of Liability and Indemnification provision of this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Sub-Adviser for such services. The Sub-Adviser may also delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board, which may not be materially amended without prior written approval of the Adviser and the Board, and which provides for its automatic termination in the event this Sub-Advisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Sub-Adviser shall be liable to the Adviser and the Trust for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegate delegee utilized hereunder as if such delegate delegee were a party hereto. The Sub-Adviser shall be solely responsible for compensating any delegate delegee for services rendered, neither the Adviser nor the Trust may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegatedelegee.

Use of Services of Others. In rendering certain non-investment advisory services related to fulfilling requirements under this Agreement, the Sub-Adviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the 1940 Act. The Sub-Adviser shall remain liable to the Adviser for the performance of the Sub-Adviser’s obligations hereunder, to extent specified in the Standard of Care, Limitation of Liability and Indemnification Care provision of this Agreement, and the Adviser shall not be responsible for any fees that any such person may charge to the Sub-Adviser for such services. The Sub-Adviser may also delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board, which may not be materially amended without prior written approval of the Adviser and the Board, and which provides for its automatic termination in the event this Sub-Advisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Sub-Adviser shall be liable to the Adviser and the Trust Company for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegate delegee utilized hereunder as if such delegate delegee were a party hereto. The Sub-Adviser shall be solely responsible for compensating any delegate delegee for services rendered, neither the Adviser nor the Trust Company may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegatedelegee.

Use of Services of Others. In rendering certain non-investment advisory services related to fulfilling requirements under this Agreement, Sub-Adviser may, consistent with applicable law from time to time, employ, delegate, or associate with itself such affiliated or unaffiliated person or persons as it believes reasonably necessary to assist it in carrying out its obligations under this Agreement; provided, however, that any such delegation shall not involve any such person serving as an “adviser” to the Portfolio within the meaning of the 1940 Act. Sub-Adviser shall remain liable to Adviser for the performance of Sub-Adviser’s obligations hereunder, to extent specified in the Standard of Care, Limitation of Liability and Indemnification Care provision of this Agreement, and Adviser shall not be responsible for any fees that any such person may charge to Sub-Adviser for such services. The Sub-Adviser may also delegate any of its duties and obligations hereunder to any affiliated person, as such term is defined in the 1940 Act, that is eligible to serve as an investment adviser to an investment company registered under the 1940 Act on such terms and conditions as it deems necessary or appropriate, provided that (i) the Adviser and the Board consent to any such delegation and to the terms and conditions thereof, (ii) such delegation is pursuant to a written contract which receives prior approval by the Adviser and the Board, which may not be materially amended without prior written approval of the Adviser and the Board, and which provides for its automatic termination in the event this Sub-Advisory Agreement is terminated for any reason, and (iii) such delegation is permitted by and in conformity with the 1940 Act. The Sub-Adviser shall be liable to the Adviser and the Trust Company for any loss or damage arising out of, in connection with, or related to the actions, or omissions to act, of any delegate delegee utilized hereunder as if such delegate delegee were a party hereto. The Sub-Adviser shall be solely responsible for compensating any delegate delegee for services rendered, neither the Adviser nor the Trust Company may be held responsible, or otherwise liable for, the payment of any amount due, or which may become due to any delegatedelegee.