Common use of LIABILITY OF THE SUB-ADVISER Clause in Contracts

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any 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 mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder 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, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any 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 mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act▇▇▇▇ ▇▇▇) and all controlling ▇▇▇▇▇▇▇ persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure 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, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this 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.

LIABILITY OF THE SUB-ADVISER. (a) Subject to subsection (c), below, the Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents in so far as they specifically relate to Allocated Fund Assets. (b) Subject to subsection (c), below, the Sub-Adviser shall be liable to the Fund for any loss (including transaction costs, but excluding lost profits) 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 (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any lossesaction taken, claims, damages, liabilities or litigation (including legal and other expenses) incurred omitted or suffered to be taken by an Adviser Indemnitee as a result of any error of judgment it in its reasonable judgment, in good faith and reasonably believed by it to be authorized or mistake of law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling ▇▇▇▇▇▇▇ discretion, rights or powers conferred upon it by this Agreement, or in accordance with (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the Trust's Registration Statement absence of) specific directions or any written guidelines or instruction provided in writing by instructions from the Board Trust or the Adviser, provided, however, that such acts or (b) omissions shall not have resulted from the Sub-Adviser's willful misfeasance, bad faith or faith, gross negligence generally in the performance of its duties hereunder or its a reckless disregard of its obligations and duties under duty. Nothing in this AgreementSection 14(c) shall be construed in a manner inconsistent with Section 17(i) of the 1940 Act.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in a Fund’s Registration Statement, summary prospectus, prospectus, statement of additional information, periodic reports to shareholders, reports and schedules filed with the SEC (including any amendment, supplement, or sticker to any of the foregoing), and advertising and sales material relating to each Fund, as applicable (collectively the “Disclosure Documents”) relating to the Sub-Adviser and the Sub-Adviser’s affiliates, and other information in each case solely as supplied by the Sub-Adviser for inclusion therein in response to requests by the Adviser for said information. Neither the Sub-Adviser nor any of its directors, officers, employees, agents or affiliates shall be liable to the Adviser Indemnitees (as defined below) Adviser, the Trust, the Fund or its shareholders for any losses, claims, damageslosses, liabilities or litigation damages (including legal reasonable attorneys’ fees and other related expenses) incurred or (“Losses”) suffered by an Adviser Indemnitee as a result of the Adviser, the Trust or the Fund resulting from any error of judgment or mistake loss arising out of any investment, or for any other act or omission made in the exercise of the Sub-Adviser’s duties under this Agreement except for Losses resulting from willful misconduct, bad faith, gross negligence, reckless disregard of the obligations or duties of the Sub-Adviser, or from the violation of applicable law by the Sub-Adviser with respect to a Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder 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, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder directors, officers, employees, agents or its reckless disregard of its obligations and duties under this Agreementaffiliates.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) or the Fund for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an the Adviser Indemnitee or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, Adviser and the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectivelyagainst, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's failure 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 being in violation or causing Adviser, unless acting at the Fund to be in violation direction of any applicable federal or state law, rule or regulation related to its duties hereunder 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, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (c) the Fund or the Sub-Adviser being in violation in any material respect 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 within the scope of the Sub-Adviser's services hereunder.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) or the Fund for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an the Adviser Indemnitee or the Fund as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, Adviser and the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling ▇▇▇▇▇▇▇ (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's failure 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 being in violation or causing Adviser, unless acting at the Fund to be in violation direction of any applicable federal or state law, rule or regulation related to its duties hereunder 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, or (b) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (c) the Fund or the Subadviser being in violation in any material respect 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 within the scope of the Sub-Adviser's services hereunder.