Common use of Liability of Sub-adviser; Indemnification Clause in Contracts

Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, directors, or employees shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund or Portfolio; or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except as a result of any error of judgment or fact, mistake of law or loss by the Sub-adviser during the term of this Agreement that constitutes willful misfeasance, bad faith, or negligence on the Sub-adviser’s part in the performance by Sub-adviser of its duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser of the duties of Sub-adviser pursuant to this Agreement. Without limitation, Sub-adviser shall not be liable for any errors of judgment or fact, mistake of law or loss suffered by the Fund or Portfolio resulting from or in any way arising out of: (i) any act or omission of the Adviser or any of the Fund or Portfolio’s previous advisers, directors or trustees, custodians or other agents that was not based on Sub-adviser’s instruction; (ii) Sub-adviser’s failure to follow any unlawful or unreasonable direction of the Adviser; (iii) force majeure or other events beyond the control of the Sub-Adviser or other causes commonly known as “acts of god”; or (iv) general market conditions unrelated to any violation of this Agreement by the Sub-adviser. Sub-adviser gives no warranty as to the performance or profitability of the Portfolio or any part thereof, nor any guarantee that the investment objectives, expectations or targets described in this Agreement or the Registration Statement will be achieved, including without limitation, any risk control, risk management or return objectives, expectations or targets. The Portfolio may suffer loss of principal, and income, if any, may fluctuate. The value of Portfolio investments may be affected by a variety of factors, including, but not limited to, economic and political developments, interest rates and issuer-specific events, market conditions, sector positioning, and other factors. The Sub-adviser shall not be responsible for the performance by any person not affiliated with the Sub-adviser of such person’s commercial obligations in executing, completing or satisfying such person’s obligations. The Sub-adviser shall not be responsible for any losses incurred after liquidation or termination of the Portfolio. Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser in connection with the execution of trade orders. Sub-adviser shall indemnify Adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by Sub-adviser hereunder to the extent such Damages result from willful misfeasance, bad faith, negligence or the reckless disregard of Sub-adviser’s obligations and duties under this Agreement. Fund and Adviser shall indemnify Sub-adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all Damages arising directly or indirectly out of or in connection with the performance of services by Adviser under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result the willful misfeasance, bad faith, negligence or the reckless disregard of Adviser’s obligations under this Agreement or the Advisory Agreement.

Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, directors, or employees shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund Trust or PortfolioFund; or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except as a result of any error of judgment or fact, mistake of law or loss by the Sub-adviser during the term of this Agreement that constitutes willful misfeasance, bad faith, or negligence on the Sub-adviser’s part in the performance by Sub-adviser of its duties on behalf of the Trust or Fund or Portfolio or from reckless disregard by Sub-adviser of the duties of Sub-adviser pursuant to this Agreement. Without limitation, Sub-adviser shall not be liable for any errors of judgment or fact, mistake of law or loss suffered by the Trust or Fund or Portfolio resulting from or in any way arising out of: (i) any act or omission of the Adviser or any of the Fund Trust or PortfolioFund’s previous advisers, directors or trustees, custodians or other agents that was not based on Sub-adviser’s instruction; (ii) Sub-adviser’s failure to follow any unlawful or unreasonable direction of the Adviser; (iii) force majeure or other events beyond the control of the Sub-Adviser or other causes commonly known as “acts of god”; or (iv) general market conditions unrelated to any violation of this Agreement by the Sub-adviser. Sub-adviser gives no warranty as to the performance or profitability of the Portfolio Fund or any part thereof, nor any guarantee that the investment objectives, expectations or targets described in this Agreement or the Registration Statement will be achieved, including without limitation, any risk control, risk management or return objectives, expectations or targets. The Portfolio Fund may suffer loss of principal, and income, if any, may fluctuate. The value of Portfolio Fund investments may be affected by a variety of factors, including, but not limited to, economic and political developments, interest rates and issuer-specific events, market conditions, sector positioning, and other factors. The Sub-adviser shall not be responsible for the performance by any person not affiliated with the Sub-adviser of such person’s commercial obligations in executing, completing or satisfying such person’s obligations. The Sub-adviser shall not be responsible for any losses incurred after liquidation or termination of the PortfolioFund. Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser in connection with the execution of trade orders. Sub-adviser shall indemnify Adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by Sub-adviser adviser-hereunder to the extent such Damages result from willful misfeasance, bad faith, negligence or the reckless disregard of Sub-adviser’s obligations and duties under this Agreement. Fund Trust and Adviser shall indemnify Sub-adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all Damages arising directly or indirectly out of or in connection with the performance of services by Adviser Adviser-under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result the willful misfeasance, bad faith, negligence or the reckless disregard of Adviser’s obligations under this Agreement or the Advisory Agreement.

Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, directors, or employees shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund Trust, Adviser or PortfolioFund; or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except as a result of any error of judgment or fact, mistake of law or loss by the Sub-adviser during the term of this Agreement that constitutes willful misfeasance, bad faith, or gross negligence on the Sub-adviser’s part in the performance by Sub-adviser of its duties on behalf of the Trust or Fund or Portfolio or from reckless disregard by Sub-adviser of the duties of Sub-adviser pursuant to this Agreement. Without limitation, Sub-adviser shall not be liable for any errors of judgment or fact, mistake of law or loss suffered by the Trust, Adviser or Fund or Portfolio resulting from or in any way arising out of: (i) any act or omission of the Adviser or any of the Fund Trust or PortfolioFund’s previous advisers, directors or trustees, custodians or other agents that was not based on Sub-adviser’s instruction; (ii) Sub-adviser’s failure to follow any unlawful or unreasonable direction of the Adviser; (iii) force majeure or other events beyond the control of the Sub-Adviser or other causes commonly known as “acts of god”; or (iv) general market conditions unrelated to any violation of this Agreement by the Sub-adviser. Sub-adviser gives no warranty as to the performance or profitability of the Portfolio Fund or any part thereof, nor any guarantee that the investment objectives, expectations or targets described in this Agreement or the Registration Statement will be achieved, including without limitation, any risk control, risk management or return objectives, expectations or targets. The Portfolio Fund may suffer loss of principal, and income, if any, may fluctuate. The value of Portfolio Fund investments may be affected by a variety of factors, including, but not limited to, economic and political developments, interest rates and issuer-specific events, market conditions, sector positioning, and other factors. The Sub-adviser shall not be responsible for the performance by any person not affiliated with the Sub-adviser of such person’s commercial obligations in executing, completing or satisfying such person’s obligations. The Sub-adviser shall not be responsible for any losses incurred after liquidation or termination of the PortfolioFund. Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser in connection with the execution of trade orders. Sub-adviser shall indemnify Adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by Sub-adviser hereunder to the extent such Damages result from willful misfeasance, bad faith, gross negligence or the reckless disregard of Sub-adviser’s obligations and duties under this Agreement. Fund Trust and Adviser shall indemnify Sub-adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all Damages arising directly or indirectly out of or in connection with the performance of services by Adviser under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from the willful misfeasance, bad faith, gross negligence or the reckless disregard of Adviser’s obligations under this Agreement or the Advisory Agreement.

Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, directors, or employees shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund Trust or PortfolioFund; or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except as a result of any error of judgment or fact, mistake of law or loss by the Sub-adviser during the term of this Agreement that constitutes willful misfeasance, bad faith, or negligence on the Sub-adviser’s part in the performance by Sub-adviser of its duties on behalf of the Trust or Fund or Portfolio or from reckless disregard by Sub-adviser of the duties of Sub-adviser pursuant to this Agreement. Without limitation, Sub-adviser shall not be liable for any errors of judgment or fact, mistake of law or loss suffered by the Trust or Fund or Portfolio resulting from or in any way arising out of: (i) any act or omission of the Adviser or any of the Fund Trust or PortfolioFund’s previous advisers, directors or trustees, custodians or other agents that was not based on Sub-adviser’s instruction; (ii) Sub-adviser’s failure to follow any unlawful or unreasonable direction of the Adviser; (iii) force majeure or other events beyond the control of the Sub-Adviser or other causes commonly known as “acts of god”; or (iv) general market conditions unrelated to any violation of this Agreement by the Sub-adviser. Sub-adviser gives no warranty as to the performance or profitability of the Portfolio Fund or any part thereof, nor any guarantee that the investment objectives, expectations or targets described in this Agreement or the Registration Statement will be achieved, including without limitation, any risk control, risk management or return objectives, expectations or targets. The Portfolio Fund may suffer loss of principal, and income, if any, may fluctuate. The value of Portfolio Fund investments may be affected by a variety of factors, including, but not limited to, economic and political developments, interest rates and issuer-specific events, market conditions, sector positioning, and other factors. The Sub-adviser shall not be responsible for the performance by any person not affiliated with the Sub-adviser of such person’s commercial obligations in executing, completing or satisfying such person’s obligations. The Sub-adviser shall not be responsible for any losses incurred after liquidation or termination of the PortfolioFund. Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser in connection with the execution of trade orders. Sub-adviser shall indemnify Adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by Sub-adviser hereunder to the extent such Damages result from willful misfeasance, bad faith, negligence or the reckless disregard of Sub-adviser’s obligations and duties under this Agreement. Fund Trust and Adviser shall indemnify Sub-adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all Damages arising directly or indirectly out of or in connection with the performance of services by Adviser under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result the willful misfeasance, bad faith, negligence or the reckless disregard of Adviser’s obligations under this Agreement or the Advisory Agreement.

Liability of Sub-adviser; Indemnification. Neither Sub-adviser nor any of its officers, directors, or employees shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Fund Fund, Adviser or Portfolio; or (ii) any error of fact or mistake of law contained in any report or data provided by Sub-adviser, except as a result of any error of judgment or fact, mistake of law or loss by the Sub-adviser during the term of this Agreement that constitutes willful misfeasance, bad faith, or gross negligence on the Sub-adviser’s part in the performance by Sub-adviser of its duties on behalf of the Fund or Portfolio or from reckless disregard by Sub-adviser of the duties of Sub-adviser pursuant to this Agreement. Without limitation, Sub-adviser shall not be liable for any errors of judgment or fact, mistake of law or loss suffered by the Fund Fund, Adviser or Portfolio resulting from or in any way arising out of: (i) any act or omission of the Adviser or any of the Fund or Portfolio’s previous advisers, directors or trustees, custodians or other agents that was not based on Sub-adviser’s instruction; (ii) Sub-adviser’s failure to follow any unlawful or unreasonable direction of the Adviser; (iii) force majeure or other events beyond the control of the Sub-Adviser or other causes commonly known as “acts of god”; or (iv) general market conditions unrelated to any violation of this Agreement by the Sub-adviser. Sub-adviser gives no warranty as to the performance or profitability of the Portfolio or any part thereof, nor any guarantee that the investment objectives, expectations or targets described in this Agreement or the Registration Statement will be achieved, including without limitation, any risk control, risk management or return objectives, expectations or targets. The Portfolio may suffer loss of principal, and income, if any, may fluctuate. The value of Portfolio investments may be affected by a variety of factors, including, but not limited to, economic and political developments, interest rates and issuer-specific events, market conditions, sector positioning, and other factors. The Sub-adviser shall not be responsible for the performance by any person not affiliated with the Sub-adviser of such person’s commercial obligations in executing, completing or satisfying such person’s obligations. The Sub-adviser shall not be responsible for any losses incurred after liquidation or termination of the Portfolio. Notwithstanding the foregoing, any stated limitations on liability shall not relieve Sub-adviser from any responsibility or liability Sub-adviser may have under state or federal statutes or from responsibility or liability for errors by Sub-Adviser in connection with the execution of trade orders. Sub-adviser shall indemnify Adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all actions, suits or claims whether groundless or meritorious and from and against any and all losses, damages, costs, charges, reasonable counsel fees, payments, expenses and liabilities (collectively, “Damages”) arising directly or indirectly out of or in connection with the performance of services by Sub-adviser adviser-hereunder to the extent such Damages result from willful misfeasance, bad faith, gross negligence or the reckless disregard of Sub-adviser’s obligations and duties under this Agreement. Fund and Adviser shall indemnify Sub-adviser and its controlling persons and their respective officers, directors and employees and hold them harmless from and against any and all Damages arising directly or indirectly out of or in connection with the performance of services by Adviser under this Agreement or the Advisory Agreement, in each case, to the extent such Damages result from the willful misfeasance, bad faith, gross negligence or the reckless disregard of Adviser’s obligations under this Agreement or the Advisory Agreement.