Common use of Liability of the Adviser Clause in Contracts

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇1940 Act) and all controlli▇▇ ▇▇▇) and all controlling persons ▇▇ns (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇1940 Act) and all controll▇▇▇ ▇▇▇) and all controlling persons ▇ons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling ▇▇▇▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all contr▇▇▇▇▇▇ ▇▇▇) and all controlling persons ersons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling p▇▇▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling pe▇▇▇▇▇ (▇▇▇) and all controlling persons (as s described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇1940 Act) and all controll▇▇▇ ▇▇▇) and all controlling persons ▇ons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act) and all controlling persons (as described in Section 15 of the 1933 ▇▇▇ ▇▇▇3 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇1940 Act) and all controlli▇▇ ▇▇▇) and all controlling persons ▇▇ns (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a the Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act) and all controlling persons (as described in Section 15 of the 1933 ▇▇▇ ▇▇▇▇ Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act) and all controlling persons (as described ▇▇ ▇▇▇▇ribed in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act) and all controlling persons (as described in Section 15 of the 1933 o▇ ▇▇▇ ▇▇33 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”Indemnities") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act▇▇▇▇ ▇▇▇) (collectively, the “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a the Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act▇▇▇▇ ▇▇t) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a the Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s Advisers willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇1940 Act) and all controllin▇ ▇▇▇) and all controlling persons ▇▇▇s (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇1940 Act) and all controlli▇▇ ▇▇▇) and all controlling persons ▇▇ns (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s willful misfeasance, bad faith 's misfeasance or gross negligence generally in the performance of its duties hereunder or its reckless negligent disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇1940 Act) and all controlli▇▇ ▇▇▇) and all controlling persons ▇▇ns (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a the Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all co▇▇▇▇ ▇▇▇) and all controlling ▇▇g persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇1940 Act) and all controll▇▇▇ ▇▇▇) and all controlling persons ▇ons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board, (b) a the Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

Liability of the Adviser. The Adviser shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling p▇▇▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Adviser Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Adviser being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, ; (b) a Fund’s 's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, ; or (c) the Adviser’s 's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.