LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private. (c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf. (d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 2 contracts
Sources: Sub Advisory Agreement (KP Funds), Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for In the accuracy and completeness (and liability for lack thereof) absence of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the Sub-adviser or its duties hereunder officers, directors, employees, controlling persons, shareholders, and any other person or violation entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of applicable its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser shall be subject to liability to the Fund or to any shareholder or the Adviser for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error of judgment or mistake of law including or for any loss suffered by the 1940 Act Fund or any shareholder in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and federal omissions of any independent contractor used by it nor for those of any bank, trust company, broker or other person with whom or into whose hands any monies, shares of the Fund, or securities and state securities law insofar as investments may be deposited or come, pursuant to the provisions of this Agreement, except to the extent that such losses, claims, damages, expenses independent contractors are found to have been selected with reckless disregard or liabilities (or actions in respect thereof) arise out of or are based upon gross negligence. In no event shall the Sub-adviser be liable (i) a breach for acting in accordance with instructions from the Adviser except to the extent that such instructions are carried out with reckless disregard or gross negligence by the Adviser of this Agreement; or Sub-adviser, (ii) for special, consequential or punitive damages, (iii) for the acts or omissions of the Adviser or other agents of the Adviser's willful misfeasance, bad faith or gross (iv) for any losses due to forces beyond the control of the Sub-adviser and without the fault or negligence in the performance of its obligations Sub-adviser, including, without limitation, strikes, work stoppages, acts of war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, and duties under this Agreement interruptions, loss or by reason if its reckless disregard malfunctions of its obligations utilities, communications or computer (software and duties under this Agreementhardware) services.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Great-West Funds Inc), Sub Advisory Agreement (Great-West Funds Inc)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for In the accuracy and completeness (and liability for lack thereof) absence of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the Sub-adviser or its duties hereunder officers, directors, employees, controlling persons, shareholders, and any other person or violation entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of applicable its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser shall be subject to liability to the Fund or to any shareholder or the Adviser for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error of judgment or mistake of law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach for any loss suffered by the Adviser Fund or any shareholder in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement; or (ii) . The Adviser and the Adviser's willful misfeasance, bad faith or gross negligence Fund are hereby expressly put on notice of the limitation of liability as set forth in the performance Declaration of its Trust of Sub-adviser and agree that the obligations and duties under assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or by reason if its reckless disregard agents of its obligations and duties under this AgreementSub-adviser, or any of them.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Great-West Funds Inc), Sub Advisory Agreement (Great-West Funds Inc)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser or Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Portfolio, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Trust's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; Adviser unless acting at the direction of the Adviser or the Board, (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Portfolio's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M Subchapter L of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (Adviser or the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warrantyBoard, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges Agreement provided that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely Adviser's obligation in this regard shall be reduced to the property of extent it is caused by or is otherwise directly related to the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business Portfolio's or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's own willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasancemalfeasance, bad faith or gross negligence in or to the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement, or (d) the Portfolio being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser unless acting at the direction of the Board or the Adviser.
Appears in 2 contracts
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/), Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against, any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
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Sources: Sub Advisory Agreement (Pioneer Series Trust IV), Sub Advisory Agreement (Pioneer Series Trust IV)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the TrustAdviser, each the Fund and all affiliated person of the Trust persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act, ) and each person who controls the Trust within the meaning of all controlling ▇▇▇▇▇▇▇ thereof (as described in Section 15 of the 1933 Act Act) (any such person an collectively, the "Indemnified PartyAdviser Indemnitees") against any and all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' feeslegal and other expenses) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out by reason of or are based upon arising out of: (ia) a breach by the Fund or the Sub-Adviser being in violation (the existence of this Agreement or of such violation as agreed upon in good faith by the representations Adviser and warranties made by the Sub-Adviser herein; or as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The ; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser expressly acknowledges or its agents; provided further that in the event that the Sub-violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser is a Massachusetts business trust formed under a declaration or its agents and in part from the actions or omissions of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify Adviser. In addition, the Sub-Adviser shall indemnify and its affiliated persons, hold harmless the Fund and its officers, directors and employees for the Adviser against any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result liability that arose out of the Sub-Adviser's willful misfeasancemanagement of Papp Small & Mid-Cap Growth Fu▇▇, bad faithInc. pursuant to the Investment Advisory Agreement between Papp Small & Mid-Cap Growth Fu▇▇, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including Inc. and L. Roy Papp & Associates, dated a▇ ▇▇ ▇▇▇tember 25, 1998, subject to the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions standard set forth in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
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LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser. The Adviser expressly acknowledges that In addition, the Sub-Adviser is a Massachusetts business trust formed under a declaration shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of trust and that all persons dealing the Sub-Adviser's management of Oak Ridge Small-Cap Equity Fund pursuant to the Investment Advisory Agreement with the Sub-Adviser must look solely dated March 1, 1999, subject to the property standard of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability care set forth in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
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LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereofits officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) of statements in the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser ADVISER shall not be liable subject to liability to V▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a beach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fundreceipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the “Indemnified Parties”) from any liability arising from the SUB-ADVISER’s conduct under this Agreement.
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, VALIC and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust VALIC within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and an all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' fees) legal and other expenses), to which any VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are which may be based upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the SubSUB-Adviser herein; ADVISER, or (ii) any Improper Investmentfailure by the SUB-ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleadingprovided, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided furtherhowever, that in no case is the SubSUB-Adviser was offered the opportunity ADVISER’s indemnity in favor of any person deemed to review and provide comments on protect such Disclosure Documents and all comments provided other persons against any liability to which such person would otherwise be subject by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction reasons of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy may rely on information reasonably believed by it to be accurate and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviserreliable. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable lawthereunder, the neither Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall not be liable for subject to any errors of judgment liability for, or for any loss suffered damages, expenses or losses incurred by the Fund Trust or the Adviser Fund in connection with, any error of judgment, mistake of law, any act or omission connected with the matters or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except a loss resulting from by reason of willful misfeasance, bad faith or gross negligence on the part of the Sub-Adviser or its affiliates in the performance of the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and ’s duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights or by reason of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made reckless disregard by the Sub-Adviser in contravention of: (i) or any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission such persons of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard of its ’s obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is Any person, even though also a Massachusetts business trust formed under a declaration manager, officer, employee, member or agent of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trusteeswho may be or become a member, officersofficer, employees nor shareholders trustee, employee, member or agent of the Sub-Adviser assume Trust, shall be deemed, when rendering services to the Trust or acting on any personal liability business of the Trust (other than services or business in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser Adviser’s duties hereunder), to be rendering such services to or acting solely for the Trust and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained not as a result manager, officer, employee, member or agent of the Sub-Adviser's willful misfeasance, bad faithor one under Sub-Adviser’s control or direction, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach even though paid by the Adviser of this Agreement; or (ii) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to a Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Sub- Adviser in connection with the matters respect to which this Agreement relatesa Fund, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all co▇▇▇▇▇▇▇▇g persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter L or M of the Code Code, to the extent applicable, by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Real Estate Shares)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for In the accuracy and completeness (and liability for lack thereof) absence of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment or for any loss suffered by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB-ADVISER (and its duties hereunder officers, directors, agents, employees, controlling persons, shareholders and any other person or violation entity affiliated with the SUB-ADVISER) the SUB-ADVISER shall not be subject to liability to ▇▇ ▇▇, the Covered Funds, or to any shareholder of applicable the Covered Funds for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law including or for any loss suffered by any of them in connection with the 1940 Act matters to which this Agreement relates. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and federal its officers, directors, partners, agents, employees, controlling persons, shareholders and state securities law insofar as such any other person or entity affiliated with the SUB-ADVISER) (collectively, the “SUB-ADVISER Indemnified Parties”) from any and all losses, claims, damages, expenses liabilities or liabilities litigation (or actions in respect thereofincluding legal and other expenses) arise arising out of or are based upon resulting from the SUB-ADVISER’s conduct under this Agreement or any disabling conduct on the part of VALIC, including but not limited to any breach of this Agreement by VALIC.
(b) The SUB-ADVISER agrees to indemnify and hold harmless VALIC and its affiliates and each of its directors and officers and each person, if any, who controls VALIC within the meaning of Section 15 of the 1933 Act (collectively, the “VALIC Indemnified Parties”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the VALIC Indemnified Parties may become subject under the 1933 Act, under other statutes, at common law or otherwise arising out of or resulting from any disabling conduct (as defined in sub-paragraph 7(a)) on the part of the SUB-ADVISER, including but not limited to (i) a any breach of this Agreement by the Adviser SUB-ADVISER, or (ii) any failure by the SUB-ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (ii) provided, however, that in no case is the Adviser's SUB-ADVISER’s indemnity in favor of any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason if of his, her or its reckless disregard of its obligations obligation and duties under this Agreement.
(c) Notwithstanding sub-paragraphs 7(a) and 7(b) above, the SUB-ADVISER shall not be liable to the VALIC Indemnified Parties for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by the SUB-ADVISER. VALIC shall indemnify the SUB-ADVISER Indemnified Parties from any and all losses, claims, damages, liabilities or litigation (including legal and other expenses) arising from the conduct of VALIC or any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to a Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to a Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Trust's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the a Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) a Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser is a Massachusetts business trust formed under a declaration Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of trust and that all persons dealing with the Sub-Adviser must look solely to the property any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Asset Allocation Series)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for In the accuracy and completeness absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB- ADVISER (and liability for lack thereofits officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) of statements in the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser ADVISER shall not be liable subject to liability to VC I, the Covered Fund(s), or to any shareholder of the Covered Fund(s) or VC I for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a beach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fundreceipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the “Indemnified Parties”) from any liability arising from the SUB-ADVISER’s conduct under this Agreement.
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, VALIC and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust VALIC within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and an all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' fees) legal and other expenses), to which any VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are which may be based upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the SubSUB-Adviser herein; ADVISER, or (ii) any Improper Investmentfailure by the SUB-ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleadingprovided, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided furtherhowever, that in no case is the SubSUB-Adviser was offered the opportunity ADVISER’s indemnity in favor of any person deemed to review and provide comments on protect such Disclosure Documents and all comments provided other persons against any liability to which such person would otherwise be subject by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction reasons of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereofits officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) of statements in the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser ADVISER shall not be liable subject to liability to ▇▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a beach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fundreceipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the “Indemnified Parties”) from any liability arising from the SUB-ADVISER’s conduct under this Agreement.
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, VALIC and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust VALIC within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and an all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' fees) legal and other expenses), to which any VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are which may be based upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the SubSUB-Adviser herein; ADVISER, or (ii) any Improper Investmentfailure by the SUB-ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleadingprovided, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided furtherhowever, that in no case is the SubSUB-Adviser was offered the opportunity ADVISER’s indemnity in favor of any person deemed to review and provide comments on protect such Disclosure Documents and all comments provided other persons against any liability to which such person would otherwise be subject by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction reasons of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Portfolio, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Portfolio's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M or Section 817(h) of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Portfolio being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling p▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser. The Adviser expressly acknowledges that In addition, the Sub-Adviser is a Massachusetts business trust formed under a declaration shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of trust and that all persons dealing the Sub-Adviser's management of Oak Ridge Large-Cap Equity Fund pursuant to the Investment Advisory Agreement with the Sub-Adviser must look solely dated March 1, 1999, subject to the property standard of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability care set forth in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Advisor or Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; Adviser unless acting at the direction of the Adviser or the Board, (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (Adviser or the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warrantyBoard, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges Agreement provided that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely Adviser's obligation in this regard shall be reduced to the property of extent it is caused by or is otherwise directly related to the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business Fund's or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's own willful misfeasance, bad faith or gross negligence in or to the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreementthe Agreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser unless acting at the direction of the Board or the Adviser.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Advisor or Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; Adviser unless acting at the direction of the Adviser or the Board, (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (Adviser or the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warrantyBoard, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges Agreement provided that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely Adviser's obligation in this regard shall be reduced to the property of extent it is caused by or is otherwise directly related to the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business Fund's or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's own willful misfeasance, bad faith or gross negligence in or to the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreementthe Agreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser unless acting at the direction of the Board or the Adviser.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereof) of statements in its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"ADVISER). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the SubSUB-Adviser ADVISER shall not be liable subject to liability to ▇▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasancea breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, bad faith VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or gross negligence on entity affiliated with the SubSUB-Adviser's part in performance of its duties or ADVISER) (collectively, the “Indemnified Parties”) from its reckless disregard of its obligations and duties any liability arising from (i) the SUB-ADVISER’s conduct under this Agreement, provided however, that nothing (ii).VALIC being in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result material breach of any investment made by the Sub-Adviser in contravention of: (i) any investment policyduty, guideline warrant or restriction set forth in the Registration Statement obligation hereunder or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason inaccuracy of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; representation or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's VALIC’s willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Adviser expressly acknowledges that SUB-ADVISER agrees to indemnify and hold harmless VALIC and its affiliates and each of its directors and officers and each person, if any, who controls VALIC within the Sub-Adviser is a Massachusetts business trust formed under a declaration meaning of trust and that all persons dealing with the Sub-Adviser must look solely to the property Section 15 of the Sub-Adviser for satisfaction of claims of 1933 Act against any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any all losses, claims, damages, expenses liabilities or liabilitieslitigation (including reasonable legal and other expenses), to which VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under other statutes, at common law or otherwise, arising out of or resulting from any disabling conduct on the part of the SUB-ADVISER, including reasonable attorneys' feesbut not limited to any material failure by the SUB-ADVISER to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement which arise out of or result from the SUB-ADVISER’s disabling conduct; provided, however, that in no case is the SUB-ADVISER’s indemnity in favor of any person deemed to protect such other persons against any liability to which may such person would otherwise be sustained as a result subject by reasons of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason if of his, her or its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to a Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controllin▇ ▇▇▇▇▇▇s (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser. The Adviser expressly acknowledges that In addition, the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust shall indemnify and hold harmless the Fund and the Adviser against any liability that all persons dealing with the Sub-Adviser must look solely to the property arose out of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasancemanagement of Oak Ridge Large - Cap Equity Fund pursuant to the Amended and Restated Investment Advisory Agreement with the Sub - Adviser dated March 1, bad faith1999, gross negligence or reckless disregard subject to the standard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions care set forth in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the TrustAdviser, each the Fund and all affiliated person of the Trust persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act, ) and each person who controls the Trust within the meaning of all controlling ▇▇▇▇▇▇▇ thereof (as described in Section 15 of the 1933 Act Act) (any such person an collectively, the "Indemnified PartyAdviser Indemnitees") against any and all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' feeslegal and other expenses) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out by reason of or are based upon arising out of: (ia) a breach by the Fund or the Sub-Adviser being in violation (the existence of this Agreement or of such violation as agreed upon in good faith by the representations Adviser and warranties made by the Sub-Adviser herein; or as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The ; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser expressly acknowledges or its agents; provided further that in the event that the Sub-violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser is a Massachusetts business trust formed under a declaration or its agents and in part from the actions or omissions of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify Adviser. In addition, the Sub-Adviser shall indemnify and its affiliated persons, hold harmless the Fund and its officers, directors and employees for the Adviser against any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result liability that arose out of the Sub-Adviser's willful misfeasancemanagement of Papp America-Abroad Fund, bad faithInc. ▇▇▇suant to the Investment Advisory Agreement between Papp America-Abroad Fund, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including Inc. ▇▇▇ L. Roy Papp & Associates, dated a▇ ▇▇ ▇▇▇ust 29, 1991, subject to the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions standard set forth in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against, any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser. The Adviser expressly acknowledges that In addition, the Sub-Adviser is a Massachusetts business trust formed under a declaration shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of trust the Sub-Adviser's management of Oak Ridge Small - Cap Equity Fund pursuant to the Amended and that all persons dealing Restated Investment Advisory Agreement with the Sub-Adviser must look solely dated March 1, 1999, subject to the property standard of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability care set forth in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to a Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controllin▇ ▇▇▇▇▇ns (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) the Sub-Adviser is a Massachusetts business trust formed under a declaration Fund being in violation of trust and that all persons dealing with any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser must look solely to Fund's Registration Statement or any written guidelines or instruction provided in writing by the property Board or the Adviser, by reason of any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereofits officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) of statements in the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser ADVISER shall not be liable subject to liability to VC I, V▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds or VC I or V▇ ▇▇ for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a beach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fundreceipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the “Indemnified Parties”) from any liability arising from the SUB-ADVISER’s conduct under this Agreement.
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, VALIC and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust VALIC within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and an all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' fees) legal and other expenses), to which any VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are which may be based upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the SubSUB-Adviser herein; ADVISER, or (ii) any Improper Investmentfailure by the SUB-ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleadingprovided, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided furtherhowever, that in no case is the SubSUB-Adviser was offered the opportunity ADVISER’s indemnity in favor of any person deemed to review and provide comments on protect such Disclosure Documents and all comments provided other persons against any liability to which such person would otherwise be subject by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction reasons of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser. The Adviser expressly acknowledges that In addition, the Sub-Adviser is a Massachusetts business trust formed under a declaration shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of trust the Sub-Adviser's management of Oak Ridge Small-Cap Equity Fund pursuant to the Amended and that all persons dealing Restated Investment Advisory Agreement with the Sub-Adviser must look solely dated March 1, 1999, subject to the property standard of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability care set forth in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Fund's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser. The Adviser expressly acknowledges that In addition, the Sub-Adviser is a Massachusetts business trust formed under a declaration shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of trust the Sub-Adviser's management of Oak Ridge Large-Cap Equity Fund pursuant to the Amended and that all persons dealing Restated Investment Advisory Agreement with the Sub-Adviser must look solely dated March 1, 1999, subject to the property standard of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability care set forth in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
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LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for In the accuracy and completeness (and liability for lack thereof) absence of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewedwillful misfeasance, prepared ---------------------------- bad faith, gross negligence or provided by the Sub-Adviser and that are applicable reckless disregard of obligations or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder duties ("Sub-Adviser Reviewed Fund Disclosure Documentsdisabling conduct"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to ) hereunder on the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility part of the Sub-Adviser for (and its officers, directors, agents, employees, controlling persons, shareholders and any materially incorrect, incomplete other person or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time entity affiliated with the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable subject to liability to the Trust or to any shareholder of the Trust for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a breach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund receipt of compensation for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policyservices. Except for such disabling conduct, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, (and its officers, directors directors, partners, agents, employees, controlling persons, shareholders and employees for any lossesother person or entity affiliated with the Sub-Adviser) (collectively, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the "Indemnified Parties") from any liability arising from the Sub-Adviser's willful misfeasance, bad faith, gross negligence conduct under this Agreement. Indemnification to the Sub-Adviser or reckless disregard any of its duties hereunder personnel or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon affiliates shall be made when (i) a breach final decision on the merits rendered, by a court or other body before whom the Adviser proceeding was brought, that the person to be indemnified was not liable by reason of this Agreement; or disabling conduct or, (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance absence of its obligations and duties under this Agreement or such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason if its reckless disregard of its obligations and duties under this Agreementdisabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are neither "interested persons" of the Trust as defined in section 2(a)(19) of the Act nor parties to the proceeding ("disinterested, non-party Trustees") or (b) an independent legal counsel in a written opinion. The Trust may, by vote of a majority of the disinterested, non-party Trustees advance attorneys' fees or other expenses incurred by an Indemnified Party in defending a proceeding upon the undertaking by or on behalf of the Indemnified Party to repay the advance unless it is ultimately determined that he is entitled to indemnification. Such advance shall be subject to at least one of the following: (1) the person to be indemnified shall provide a security for his undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non- party Trustees or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the TrustAdviser, each the Fund and all affiliated person of the Trust persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act, ) and each person who controls the Trust within the meaning of all controlling ▇▇▇▇▇▇▇ thereof (as described in Section 15 of the 1933 Act Act) (any such person an collectively, the "Indemnified PartyAdviser Indemnitees") against any and all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' feeslegal and other expenses) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out by reason of or are based upon arising out of: (ia) a breach by the Fund or the Sub-Adviser being in violation (the existence of this Agreement or of such violation as agreed upon in good faith by the representations Adviser and warranties made by the Sub-Adviser herein; or as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The ; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser expressly acknowledges or its agents; provided further that in the event that the Sub-violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser is a Massachusetts business trust formed under a declaration or its agents and in part from the actions or omissions of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify Adviser. In addition, the Sub-Adviser shall indemnify and its affiliated persons, hold harmless the Fund and its officers, directors and employees for the Adviser against any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result liability that arose out of the Sub-Adviser's willful misfeasancemanagement of Papp Stock Fund, bad faithInc. pursuant ▇▇ the Investment Advisory Agreement between L. Roy Papp Stock Fund, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including Inc. and ▇. ▇▇▇ ▇app & Associates, dated a▇ ▇▇ ▇▇▇ember 7, 1989, subject to the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions standard set forth in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereofits officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser SUB- ADVISER shall not be liable subject to liability to VC I, ▇▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds or VC I or ▇▇ ▇▇ for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a beach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fund.receipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the "Indemnified Parties") from any liability arising from the SUB- ADVISER's conduct under this Agreement. \
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, VALIC and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust VALIC within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and an all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' fees) legal and other expenses), to which any VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are which may be based upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the SubSUB-Adviser herein; ADVISER, or (ii) any Improper Investmentfailure by the SUB- ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleadingprovided, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided furtherhowever, that in no case is the SubSUB-Adviser was offered the opportunity ADVISER's indemnity in favor of any person deemed to review and provide comments on protect such Disclosure Documents and all comments provided other persons against any liability to which such person would otherwise be subject by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction reasons of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB- ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB- ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund's assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereofits officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) of statements in the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser ADVISER shall not be liable subject to liability to VC I, ▇▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds or VC I or ▇▇ ▇▇ for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance a beach of its duties or from its reckless disregard of its obligations and duties under this Agreement, provided however, that nothing in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction fiduciary duty with respect to the Fundreceipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the “Indemnified Parties”) from any liability arising from the SUB-ADVISER’s conduct under this Agreement.
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, VALIC and its affiliates and each person of its directors and officers and each person, if any, who controls the Trust VALIC within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and an all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' fees) legal and other expenses), to which any VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or under other federal or state statutory law or regulationstatutes, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are which may be based upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the SubSUB-Adviser herein; ADVISER, or (ii) any Improper Investmentfailure by the SUB-ADVISER to comply with the representations and warranties set forth in Section 1 of this Agreement; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleadingprovided, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided furtherhowever, that in no case is the SubSUB-Adviser was offered the opportunity ADVISER’s indemnity in favor of any person deemed to review and provide comments on protect such Disclosure Documents and all comments provided other persons against any liability to which such person would otherwise be subject by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction reasons of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason of his, her or its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that the Sub-Adviser is a Massachusetts business trust formed under a declaration of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund’s assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to a Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither and the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from indemnify and hold harmless the acts or omissions Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Fund's custodian1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any brokerand all losses, financial institution claims, damages, liabilities or any litigation (including reasonable legal and other third party with expenses) by reason of or through whom arising out of: (a) the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result being in violation of any investment made by the Sub-Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Trust's Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to or the Sub-Adviser; or , (iib) applicable law, including but not limited to the 1940 Act and the Code (with respect to the a Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M and Subchapter L of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that Agreement or (d) a Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Sub-Adviser is a Massachusetts business trust formed under a declaration Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of trust and that all persons dealing with the Sub-Adviser must look solely to the property any action or omission of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract
Sources: Sub Advisory Agreement (Pioneer Variable Contracts Trust /Ma/)
LIABILITY OF THE SUB-ADVISER. (a) The SubIn the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the SUB-Adviser shall have responsibility for the accuracy and completeness ADVISER (and liability for lack thereof) of statements in its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Fund's Disclosure Documents applicable to the SubSUB-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"ADVISER). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the SubSUB-Adviser ADVISER shall not be liable subject to liability to ▇▇ ▇▇, the Covered Funds, or to any shareholder of the Covered Funds for any errors act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser any of them in connection with the matters to which this Agreement relates, except a to the extent specified in Section 36(b) of the Act concerning loss resulting from willful misfeasancea breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, bad faith VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or gross negligence on entity affiliated with the SubSUB-AdviserADVISER) (collectively, the "Indemnified Parties") from any liability arising from (i) the SUB-ADVISER's part in performance of its duties or from its reckless disregard of its obligations and duties conduct under this Agreement, provided however, that nothing (ii).VALIC being in this Agreement shall be deemed to waive any rights of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any event, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result material breach of any investment made by the Sub-Adviser in contravention of: (i) any investment policyduty, guideline warrant or restriction set forth in the Registration Statement obligation hereunder or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason inaccuracy of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including reasonable attorneys' fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; or (ii) any Improper Investment; representation or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (iv) the Sub-AdviserVALIC's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement.
(b) The Adviser expressly acknowledges that SUB-ADVISER agrees to indemnify and hold harmless VALIC and its affiliates and each of its directors and officers and each person, if any, who controls VALIC within the Sub-Adviser is a Massachusetts business trust formed under a declaration meaning of trust and that all persons dealing with the Sub-Adviser must look solely to the property Section 15 of the Sub-Adviser for satisfaction of claims of 1933 Act against any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Sub-Adviser and its affiliated persons, and its officers, directors and employees for any all losses, claims, damages, expenses liabilities or liabilitieslitigation (including reasonable legal and other expenses), to which VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under other statutes, at common law or otherwise, arising out of or resulting from any disabling conduct on the part of the SUB-ADVISER, including reasonable attorneys' feesbut not limited to any material failure by the SUB-ADVISER to comply with the provisions and representations and warranties set forth in Section 1 of this Agreement which arise out of or result from the SUB-ADVISER's disabling conduct; provided, however, that in no case is the SUB-ADVISER's indemnity in favor of any person deemed to protect such other persons against any liability to which may such person would otherwise be sustained as a result subject by reasons of the Adviser's willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of his, her or its obligations and duties under this Agreement or by reason if of his, her or its reckless disregard of its obligations and duties under this Agreement.
(c) The SUB-ADVISER shall not be liable to VALIC for (i) any acts of VALIC or any other subadviser to the Covered Fund(s) with respect to the portion of the assets of the Covered Fund(s) not managed by SUB-ADVISER and (ii) acts of the SUB-ADVISER which result from acts of VALIC, including, but not limited to, a failure of VALIC to provide accurate and current information with respect to any records maintained by VALIC or any other subadviser to a Covered Fund, which records are not also maintained by or otherwise available to the SUB-ADVISER upon reasonable request. VALIC shall indemnify the Indemnified Parties from any liability arising from the conduct of VALIC and any other subadviser with respect to the portion of a Covered Fund's assets not allocated to SUB-ADVISER.
Appears in 1 contract
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for lack thereof) of statements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, prepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, incomplete or misleading information in any Fund Disclosure Documents or proposed Disclosure Documents; provided however that the aforementioned provision shall not limit the responsibility of the Sub-Adviser for any materially incorrect, incomplete or misleading information contained in any Sub-Adviser Reviewed Fund Disclosure Documents or proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-Adviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, the Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or for any loss suffered mistake of law by the Fund or the Adviser in connection with the matters to which this Agreement relates, except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under this AgreementAdviser with respect to the Fund, provided however, except that nothing in this Agreement shall be deemed operate or purport to operate in any way to exculpate, waive any rights or limit the liability of the Adviser or the Fund may have against the Sub-Adviser under federal or state securities laws. In any eventfor, neither the Sub-Adviser nor its affiliates shall be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian, any broker, financial institution or any other third party with or through whom the Sub-Adviser arranges or enters into a transaction with respect to the Fund.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs if applicable) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (with respect to the failure of Fund Assets to satisfy the diversification requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").The Adviser acknowledges and agrees that the Sub-Adviser makes no representations or warranty, expressed or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of the Sub-Adviser, whether public or private.
(c) The Sub-Adviser shall indemnify and hold harmless the TrustAdviser, each the Fund and all affiliated person of the Trust persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act, ) and each person who controls the Trust within the meaning of all controlling ▇▇▇▇▇▇▇ thereof (as described in Section 15 of the 1933 Act Act) (any such person an collectively, the "Indemnified PartyAdviser Indemnitees") against any and all losses, claims, damages, expenses liabilities or liabilities litigation (including reasonable attorneys' feeslegal and other expenses) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out by reason of or are based upon arising out of: (ia) a breach by the Fund or the Sub-Adviser being in violation (the existence of this Agreement or of such violation as agreed upon in good faith by the representations Adviser and warranties made by the Sub-Adviser herein; or as otherwise determined by a court of law or state or federal governmental or regulatory body) of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact contained in any Sub-Adviser Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that such material misstatement or omission related to information regarding the Sub-Adviser and its services under the Agreement and provided further, that the Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Documents and all comments provided by the Sub-Adviser were incorporated into such Disclosure Documents or otherwise resolved to the satisfaction of the Sub-Adviser; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties under this Agreement hereunder or by reason of its reckless disregard of its obligations and duties under this Agreement. The ; provided, however, that with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser expressly acknowledges or its agents; provided further that in the event that the Sub-violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser is a Massachusetts business trust formed under a declaration or its agents and in part from the actions or omissions of trust and that all persons dealing with the Sub-Adviser must look solely to the property of the Sub-Adviser for satisfaction of claims of any nature against the Sub-Adviser, as neither the trustees, officers, employees nor shareholders Sub-Adviser shall indemnify the Adviser and the Fund for such portion of such loss that is attributable directly or indirectly to the action or omission of the Sub-Adviser assume any personal liability in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify Adviser. In addition, the Sub-Adviser shall indemnify and its affiliated persons, hold harmless the Fund and its officers, directors and employees for the Adviser against any losses, claims, damages, expenses or liabilities, including reasonable attorneys' fees, which may be sustained as a result liability that arose out of the Sub-Adviser's willful misfeasancemanagement of Papp America-Pacific Rim Fund, bad faith▇▇▇. pursuant to the Investment Advisory Agreement between Papp America-Pacific Rim Fund, gross negligence or reckless disregard of its duties hereunder or violation of applicable law including ▇▇▇. and L. Roy Papp & Associates, dated a▇ ▇▇ ▇▇▇ember 18, 1996, subject to the 1940 Act and federal and state securities law insofar as such losses, claims, damages, expenses or liabilities (or actions standard set forth in respect thereof) arise out of or are based upon (i) a breach by the Adviser of this Agreement; or (ii) the Adviser's willful misfeasance, bad faith or gross negligence in the performance of its obligations and duties under this Agreement or by reason if its reckless disregard of its obligations and duties under this Agreement.
Appears in 1 contract