Common use of Liability of Sub-Advisor Clause in Contracts

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any of its employees in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for any loss arising therefrom.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager Sub-Advisor shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian, or any other third-party service provider to the Fund or Series. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligencewillful misfeasance, malfeasance bad faith or violation of applicable law by any of its employees in providing investment management services under this Agreement; andgross negligence of, in such casesor from reckless disregard of, the indemnification by Manager, referred to above, shall be inapplicable, and duties of the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for or any loss arising therefromof its directors, officers or employees.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's ’s control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's ’s control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's ’s fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any of its employees in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for any loss arising therefrom.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Sub- Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager Sub-Advisor shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian, or any other third-party service provider to the Fund or Series. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's ’s control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's ’s control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's ’s fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligencewillful misfeasance, malfeasance bad faith or violation of applicable law by any of its employees in providing investment management services under this Agreement; andgross negligence of, in such casesor from reckless disregard of, the indemnification by Manager, referred to above, shall be inapplicable, and duties of the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for or any loss arising therefromof its directors, officers or employees.

Liability of Sub-Advisor. Neither the Sub-Advisor Sub‑Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-AdvisorSub‑Advisor's investment discretion in connection with selecting investments for a Series duties under this Agreement or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor Sub‑Advisor or any of its directors, officers, employees, agentsagents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. The In no event will the Sub-Advisor shall not have any responsibilities with respect to responsibility for any assets series of the Fund other than the Series. The Manager shall not be responsible , for any loss incurred portion of the Series not managed by reason of any act or omission of any dealer or broker, or the Manager, or any custodian. The Sub-Advisor shall be responsible only or for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account acts or omissions of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Subsub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification adviser to the FundSeries. Notwithstanding anything in this Agreement to the contrary contained herein, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any of its employees in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless the Fund and Manager not be responsible or liable for its failure to perform under this Agreement or for any loss arising therefromlosses to the Manager, the Fund, the Series or to any shareholder resulting from any event beyond the reasonable control of the Sub-Advisor or its agents, including but not limited to, nationalization, expropriation, devaluation, seizure, or similar unusual actions by any governmental authority, de facto or de jure; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or acts of war, terrorism, insurrection or revolution; or acts of God (collectively, “Force Majeure Events”). Upon the occurrence of a Force Majeure Event, the Sub-Advisor shall endeavor to recommence performance or observance without delay, in a manner consistent with its obligations under the Advisers Act, the 1940 Act and as a fiduciary of the Fund.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its partners, members, directors, officers, employees, agents or affiliates shall be liable to the Manager, the Board of Directors, the Fund or its shareholders for any claim, expense or other loss suffered by the Manager or the Fund resulting from from: (i) any error of judgment judgment, mistake of law, or any other act or omission made by the Sub- Advisor in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series duties under this Agreement; (ii) any acts or as a result omissions of the failure by the Manager or any other sub-advisor or service provider to the Fund; or (iii) acts of its affiliates the Sub-Advisor which result from or are based upon acts of the Manager or any other service provider to comply with the terms of this Agreement and/or insurance laws and rules Fund, except for to the extent such losses resulting result from the willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its partners, members, directors, officers, employees, agentsagents (excluding any broker- dealer selected by the Sub-Advisor), or affiliates. The . (i) the Manager's or its affiliates' willful misfeasance, bad faith or gross negligence in connection with the performance of the Manager's obligations under this Agreement; (ii) the Manager's or its affiliates' violation of applicable law or reckless disregard of the Manager's obligations and duties under this Agreement; (iii) any acts or omissions of the Manager, its affiliates or any other service provider to the Fund with respect to the Fund or its shareholders; or (iv) any untrue statement of a material fact contained in, or any omission of a material fact required to be stated therein or necessary to make the statement therein not misleading in the Fund's registration statement, proxy materials or reports filed with the SEC, unless and to the extent such untrue statement of a material fact or omission was made in reliance upon, and is consistent with, information furnished in writing to the Manager by the Sub-Advisor for use therein; provided, however, that the Manager's obligation under this Section shall not have any responsibilities with respect be reduced to any assets of the Fund other than extent that the Series. The Manager shall not be responsible for any loss incurred by reason of any act or omission of any dealer or brokerclaim against, or the Managerloss, liability or any custodian. The damage experienced by the Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectivesAdvisor, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection is caused by or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of is otherwise directly related to the Sub-Advisor's controlown willful misfeasance, and any requirements of Subchapter M of the Internal Revenue Code of 1986bad faith or gross negligence, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification or to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any reckless disregard of its employees in providing investment management services duties under this Agreement; and. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in such cases, the indemnification by Manager, referred to above, shall be inapplicablegood faith, and the Sub-Advisor therefore nothing herein shall indemnify and hold harmless the Fund and Manager for in any loss arising therefromway constitute a waiver or limitation of any rights which a party may have under any federal securities law or state law.

Liability of Sub-Advisor. Neither the Sub-Advisor Sub‑Advisor nor any of its partners, members, directors, officers, employees, agents or affiliates shall be liable to the Manager, the Board of Directors, the Fund or its shareholders for any claim, expense or other loss suffered by the Manager or the Fund resulting from from: (i) any error of judgment judgment, mistake of law, or any other act or omission made by the Sub-Advisor in the good faith exercise of the Sub-AdvisorSub‑Advisor's investment discretion in connection with selecting investments for a Series duties under this Agreement; (ii) any acts or as a result omissions of the failure by the Manager or any other sub-advisor or service provider to the Fund; or (iii) acts of its affiliates the Sub-Advisor which result from or are based upon acts of the Manager or any other service provider to comply with the terms of this Agreement and/or insurance laws and rules Fund, except for to the extent such losses resulting result from the willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor Sub‑Advisor or any of its partners, members, directors, officers, employees, agentsagents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. The . (i) the Manager's or its affiliates’ willful misfeasance, bad faith or gross negligence in connection with the performance of the Manager's obligations under this Agreement; (ii) the Manager's or its affiliates’ violation of applicable law or reckless disregard of the Manager’s obligations and duties under this Agreement; (iii) any acts or omissions of the Manager, its affiliates or any other service provider to the Fund with respect to the Fund or its shareholders; or (iv) any untrue statement of a material fact contained in, or any omission of a material fact required to be stated therein or necessary to make the statement therein not misleading in the Fund’s registration statement, proxy materials or reports filed with the SEC, unless and to the extent such untrue statement of a material fact or omission was made in reliance upon, and is consistent with, information furnished in writing to the Manager by the Sub-Advisor for use therein; provided, however, that the Manager's obligation under this Section shall not have any responsibilities with respect be reduced to any assets of the Fund other than extent that the Series. The Manager shall not be responsible for any loss incurred by reason of any act or omission of any dealer or brokerclaim against, or the Managerloss, liability or any custodian. The damage experienced by the Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectivesAdvisor, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection is caused by or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of is otherwise directly related to the Sub-Advisor's controlown willful misfeasance, and any requirements of Subchapter M of the Internal Revenue Code of 1986bad faith or gross negligence, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification or to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any reckless disregard of its employees in providing investment management services duties under this Agreement; and. Notwithstanding the foregoing, federal securities laws and certain state laws impose liabilities under certain circumstances on persons who have acted in such cases, the indemnification by Manager, referred to above, shall be inapplicablegood faith, and the Sub-Advisor therefore nothing herein shall indemnify and hold harmless the Fund and Manager for in any loss arising therefromway constitute a waiver or limitation of any rights which a party may have under any federal securities law or state law.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager Sub-Advisor shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligencewillful malfeasance, malfeasance bad faith or violation gross negligence of, or from reckless disregard of, the duties of applicable law by the Sub-Advisor or any of its employees directors, officers, employees, agents or affiliates in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for any loss arising therefrom.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, or (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any of its employees in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for any loss arising therefrom.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Sub- Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager Sub- Advisor shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian, or any other third-party service provider to the Fund or Series. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Sub- Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligencewillful misfeasance, malfeasance bad faith or violation of applicable law by any of its employees in providing investment management services under this Agreement; andgross negligence of, in such casesor from reckless disregard of, the indemnification by Manager, referred to above, shall be inapplicable, and duties of the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for or any loss arising therefromof its directors, officers or employees.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Sub- Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager Sub-Advisor shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian, or any other third-party service provider to the Fund or Series. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Sub- Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligencewillful misfeasance, malfeasance bad faith or violation of applicable law by any of its employees in providing investment management services under this Agreement; andgross negligence of, in such casesor from reckless disregard of, the indemnification by Manager, referred to above, shall be inapplicable, and duties of the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for or any loss arising therefromof its directors, officers or employees.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Sub- Advisor's investment discretion in connection with selecting investments for a Series or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents, or affiliates. The Sub-Advisor shall not have any responsibilities with respect to any assets of the Fund other than the Series. The Manager shall not be responsible for any loss incurred by reason of any act or omission of any dealer or broker, or the Manager, or any custodian. The Sub-Advisor shall be responsible only for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Sub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Sub- Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification to the Fund, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any of its employees in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless the Fund and Manager for any loss arising therefrom.

Liability of Sub-Advisor. Neither the Sub-Advisor Sub‑Advisor nor any of its directors, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's Sub‑Advisor’s investment discretion in connection with selecting investments for a Series the Fund or other duties under this Agreement or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement and/or insurance laws and rules Agreement, except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor Sub‑Advisor or any of its directors, officers, employees, agentsagents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. The Sub-In no event will the Sub- Advisor shall not have any responsibilities with respect to responsibility for any assets of the Fund other than the Series. The Manager shall not be responsible Allocated Assets or for any loss incurred by reason actions or omissions relating to any of any act or omission of any dealer or broker, or the Manager, or any custodian. The Allocated Assets at a time during which the Sub-Advisor shall be responsible only was not managing such Allocated Assets or for managing the Series in good faith and in accordance with the investment objectives, fundamental policies and restrictions, and shall have no responsibility whatsoever for, and shall incur no liability on account acts or omissions of (i) selection or establishment of such investment objectives, fundamental policies and restrictions (ii) advice on, or management of, any other assets for Manager or the Fund, (iii) filing of any tax or information returns or forms, withholding or paying any taxes, or seeking any exemption or refund for the Manager or the Fund, (iv) registration of the Fund or Series with any government or agency, or (v) administration of the plans and trusts investing through the Fund, (vi) overall Fund compliance with the requirements of the 1940 Act, which requirements are outside of the Subsub-Advisor's control, and any requirements of Subchapter M of the Internal Revenue Code of 1986, as amended, which are outside of the Sub-Advisor's control and shall be indemnified and held harmless by Manager for any loss in carrying out the terms and provisions of this Agreement, including reasonable attorney's fees, indemnification adviser to the Fund. Notwithstanding anything in this Agreement to the contrary contained herein, or any shareholder thereof and, brokers and commission merchants, fines, taxes, penalties and interest. Sub-Advisor, however, shall be liable for any liability, damages, or expenses of Manager or the Fund arising out of the negligence, malfeasance or violation of applicable law by any of its employees in providing investment management services under this Agreement; and, in such cases, the indemnification by Manager, referred to above, shall be inapplicable, and the Sub-Advisor shall indemnify and hold harmless not be responsible or liable for its failure to perform under this Agreement or for any losses to the Manager, the Fund or to any shareholder resulting from any event beyond the reasonable control of the Sub-Advisor or its agents, including but not limited to, nationalization, expropriation, devaluation, seizure, or similar unusual actions by any governmental authority, de facto or de jure; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or acts of war, terrorism, insurrection or revolution; or acts of God (collectively, “Force Majeure Events”). Upon the occurrence of a Force Majeure Event, the Sub-Advisor shall endeavor to recommence performance or observance without delay, in a manner consistent with its obligations under the Advisers Act, the 1940 Act and Manager for any loss arising therefromas a fiduciary of the Fund.