LIABILITY OF THE SUB-ADVISER. (a) 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) 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 in writing; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.
Appears in 2 contracts
Samples: Sub Advisory Agreement (KP Funds), Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) 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 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 hereunderhereunder ("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 and regulations 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 errors of judgment a loss resulting from willful misfeasance, bad faith, faith or gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The , 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 not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect , any securities lending program managed by the Fund's custodianbroker, financial institution or any other third party with or through whom the Sub-Adviser shall not be liable for any loss arranges or damage resulting from enters into a transaction with respect to the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costscosts 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 in writingAdviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited with respect to the Fund's failure of Fund Assets to satisfy the diversification or source of income requirements of Subchapter M of the CodeCode 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")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, person an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewithattorneys' 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: 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 applicable to the contained in any Sub-Adviser contained in any Reviewed Fund Disclosure Document or the omission or alleged omission from a Sub-Adviser Reviewed Fund Disclosure Document of a material fact applicable to the Sub-Adviser 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 or non-performance of its obligations and duties hereunder; provided, however, under this Agreement or by reason of its reckless disregard of its obligations and duties under this Agreement. The Adviser expressly acknowledges that nothing herein shall be deemed to protect any Indemnified Party who the Sub-Adviser is a Trustee or officer 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 Trust 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 to in connection with its business or obligation entered into on its behalf.
(d) The Adviser shall indemnify the Trust Sub-Adviser and its affiliated persons, and its officers, directors and employees for any losses, claims, damages, expenses or to its shareholders to liabilities, including reasonable attorneys' fees, which such Indemnified Party would otherwise may be subject by reason or 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 duties involved 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 conduct performance of such person's office with the Trustits 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
Samples: Sub Advisory Agreement (KP Funds), Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser or Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Portfolio, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for indemnify and hold harmless the Adviser, the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; 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 (including but not limited to the FundPortfolio's failure to satisfy the diversification or source of income requirements of Subchapter M Subchapter L of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or Board, (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; provided, however, hereunder or its reckless disregard of its obligations and duties under this Agreement provided that nothing herein the Sub-Adviser's obligation in this regard shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability reduced to the Trust extent it is caused by or is otherwise directly related to its shareholders to which such Indemnified Party would otherwise be subject by reason the Portfolio's or the Adviser's own willful misfeasancemalfeasance, bad faith, faith or gross negligence or to the reckless disregard of its duties under this Agreement, or (d) the duties involved Portfolio being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the conduct Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of such person's office with any action or omission of the TrustSub-Adviser unless acting at the direction of the Board or the Adviser.
Appears in 2 contracts
Samples: 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 the lack thereof) of statements in the Fund's Disclosure Documents 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. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall meet its responsibility for such 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 Fund Disclosure Documents; provided however that the aforementioned provision shall not be liable for any loss or damage arising or resulting from limit the acts or omissions responsibility of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss materially incorrect, incomplete or damage resulting from misleading information contained in any Fund Disclosure Documents or proposed Fund Disclosure Documents prior to the Fund's participation in such securities lending program provided that time the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable lawmade such communications to the Adviser.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-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 in writingAdviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). The foregoing shall not apply, however, to any transaction, or subsequent consequences of any such transaction, undertaken specifically upon written instructions from the Adviser.
(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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement statement, as to which the Sub-Adviser has failed to promptly inform the Adviser or existing prior to the time the Sub-Adviser has informed the Adviser of such, of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.
Appears in 2 contracts
Samples: Sub Advisory Agreement (KP Funds), Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements that are included in the Fund's Disclosure Documents that are applicable or relate relating to the Sub-Adviser and its affiliates, the services provided Fund's investment strategies and related risks and other information supplied by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreementinclusion therein. The Sub-Adviser shall not be liable for deemed by virtue of this Agreement to have made any loss representation or damage arising warranty that any level of investment performance or resulting from the acts level of investment results will be achieved or omissions that Sub-Adviser's overall management of the Fund's custodianFund will be successful. With respect any securities lending program managed The Adviser understands that investment decisions made for the Fund by the Fund's custodian, the Sub-Adviser shall are subject to various market, currency, economic, political and business risks, and that those investment decisions will not always be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable lawprofitable.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) 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 in writingAdviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"); provided, however, that the Sub-Adviser shall not be liable for:
(i) any Improper Investment made in good faith reliance upon the written advice of outside counsel to the Fund; or (ii) losses resulting from circumstances outside the Sub-Adviser's control such as changes in price or value of assets as a result of market movement or rating downgrade.
(c) The Sub-Adviser shall indemnify and hold harmless the Adviser against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which the Adviser 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 material breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment to the extent not made in good faith reliance on the written advice of counsel to the Fund; (iii) any untrue statement of a material fact contained in any Disclosure Document and supplied by the Sub-Adviser or the omission from a Disclosure Document of a material fact relating to the Sub-Adviser and its affiliates, the Fund's investment strategies and related risks and other information supplied by the Sub-Adviser for inclusion in such Disclosure Document that is required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's negligent performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect the Adviser against any liability to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, negligence or reckless disregard of the duties involved in its conduct.
(d) Pursuant to the Management Agreement, the Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3Section
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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 material breach by the Sub-Adviser or its affiliates of this Agreement or of the representations and warranties made by the Sub-Adviser or its affiliates herein; (ii) any Improper InvestmentInvestment to the extent not made in good faith reliance on the written advice of counsel to the Fund; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document and supplied by the Adviser or its affiliates or the omission or alleged omission from a Disclosure Document of a material fact applicable relating to the Sub-Adviser or its affiliates, the Fund's investment strategies and related risks and other information supplied by the Adviser or its affiliates for inclusion in such Disclosure Document that is required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the its affiliates' negligent performance or non-performance of its their respective duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.
Appears in 1 contract
Samples: Sub Advisory Agreement (Advisors' Inner Circle Fund III)
LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, ---------------------------- bad faith, gross negligence or reckless disregard of obligations or duties (a"disabling conduct") The Sub-Adviser shall have responsibility for hereunder on the accuracy and completeness (and liability for the lack thereof) part of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser (and the services provided by its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, Adviser) 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 any of them in connection with the matters to which this Agreement relates, except errors to the extent specified in Section 36(b) of judgment 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 faiththe Trust shall indemnify the Sub-Adviser (and its officers, gross negligence directors, partners, agents, employees, controlling persons, shareholders and any other person or violation of applicable law on entity affiliated with the Sub-Adviser) (collectively, the "Indemnified Parties") from any liability arising from the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties conduct under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) 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 Indemnification to the Sub-Adviser in writing; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification any of its personnel or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser affiliates 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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: be made when (i) a breach final decision on the merits rendered, by a court or other body before whom the Sub-Adviser proceeding was brought, that the person to be indemnified was not liable by reason of this Agreement or of the representations and warranties made by the Sub-Adviser herein; disabling conduct or, (ii) any Improper Investment; in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (iiia) any untrue statement or alleged untrue statement the vote of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document majority of a material fact applicable to quorum of the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party Trustees who is a Trustee or officer are neither "interested persons" of the Trust against any liability 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 to its shareholders to which such other expenses incurred by an Indemnified Party would otherwise 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 willful misfeasance, bad faith, gross negligence or reckless disregard (3) a majority of a quorum of the duties involved 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 conduct of such person's office with the Trustperson 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's participation in such securities lending program provided that Fund or the Sub-Adviser has acted being in accordance with its obligations and standard violation (the existence of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred such violation as agreed upon in good faith by the Fund as a result of any investment made by Adviser and the Sub-Adviser in contravention of: (ior 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, 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
, or (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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunderhereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that nothing herein shall with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be deemed provided or failed to protect any Indemnified Party who is a Trustee be taken) by the Adviser or officer its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Trust Sub-Adviser, the 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. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp Small & Mid-Cap Growth Fuxx, Inc. pursuant to the Trust or Investment Advisory Agreement between Papp Small & Mid-Cap Growth Fuxx, Inc. and L. Roy Papp & Associates, dated ax xx Xxxtember 25, 1998, subject to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved standard set forth in the conduct of such person's office with the Trustthis 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 pxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; Adviser, (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; providedhereunder or its reckless disregard of its obligations and duties under this Agreement or (d) the Fund being in violation of any applicable federal or state law, howeverrule 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, that nothing herein shall be deemed to protect by reason of any Indemnified Party who is a Trustee action or officer omission of the Trust Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Oak Ridge Large-Cap Equity Fund pursuant to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office Investment Advisory Agreement with the TrustSub-Adviser dated March 1, 1999, subject to the standard of care set forth in 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 its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the lack thereofSUB-ADVISER) of statements in the Fund's Disclosure Documents that are applicable or relate to the SubSUB-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser ADVISER shall not be liable subject to liability to VX XX, 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 any of them in connection with the matters to which this Agreement relates, except errors to the extent specified in Section 36(b) of judgment the Act concerning loss resulting from willful misfeasancea beach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, bad faithVALIC shall indemnify the SUB-ADVISER (and its officers, gross negligence directors, partners, agents, employees, controlling persons, shareholders and any other person or violation of applicable law on entity affiliated with the SubSUB-Adviser's part in ADVISER) (collectively, the performance of its duties or “Indemnified Parties”) from its reckless disregard of its obligations and duties any liability arising from the SUB-ADVISER’s conduct under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The SubSUB-Adviser shall be liable ADVISER agrees to the Fund for any loss (including transaction costs) 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 in writing; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(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 the reasonable cost of investigating legal and defending any alleged lossother expenses), claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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: upon (i) a any wrongful act or breach by the Sub-Adviser of this Agreement by the SUB-ADVISER, or of (ii) any failure by the SUB-ADVISER to comply with the representations and warranties made set forth in Section 1 of this Agreement; 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 such person would otherwise be subject by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement reasons of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith faith, or gross negligence in the performance of his, her or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason of his, her or willful misfeasance, bad faith, gross negligence or its reckless disregard of obligation 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 duties involved in 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 such person's office VALIC and any other subadviser with respect to the Trustportion 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; Adviser, (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; providedhereunder or its reckless disregard of its obligations and duties under this Agreement or (d) the Fund being in violation of any applicable federal or state law, howeverrule 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, that nothing herein shall be deemed to protect by reason of any Indemnified Party who is a Trustee action or officer omission of the Trust Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Oak Ridge Small - Cap Equity Fund pursuant to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office Amended and Restated Investment Advisory Agreement with the TrustSub-Adviser dated March 1, 1999, subject to the standard of care set forth in 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; Adviser, (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; providedhereunder or its reckless disregard of its obligations and duties under this Agreement or (d) the Fund being in violation of any applicable federal or state law, howeverrule 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, that nothing herein shall be deemed to protect by reason of any Indemnified Party who is a Trustee action or officer omission of the Trust Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Oak Ridge Large-Cap Equity Fund pursuant to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office Amended and Restated Investment Advisory Agreement with the TrustSub-Adviser dated March 1, 1999, subject to the standard of care set forth in 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Advisor or Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; 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 (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or Board, (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; provided, however, hereunder or its reckless disregard of its obligations and duties under this Agreement provided that nothing herein the Sub-Adviser's obligation in this regard shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability reduced to the Trust extent it is caused by or is otherwise directly related to its shareholders to which such Indemnified Party would otherwise be subject by reason the Fund's or the Adviser's own willful misfeasance, bad faith, faith or gross negligence or to the reckless disregard of its duties under the duties involved 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 conduct Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of such person's office with any action or omission of the TrustSub-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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to regarding the Sub-Adviser and the services Adviser, provided such statement or omission was made in reliance upon information furnished by the Sub-Adviser, Sub-Adviser hereunder. was given a reasonable amount of time to review the Disclosure Document prior to its filing, dissemination or use, and any material comments to such Disclosure Document provided by Sub-Adviser to Adviser, the Trust or the Fund were included in such Disclosure Document verbatim.
(b) Except as may otherwise be required provided by the 1940 Act or the rules and regulations thereunder or any other applicable federal securities law, the Sub-Adviser shall not be liable for any errors losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser, the Fund or the Trust as a result of any error of judgment in connection with the matters to which this Agreement relates, except errors or mistake of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from with respect to the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable lawPortfolio.
(bc) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-Adviser on behalf of the Portfolio in material 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 in writing("Investment Guidelines); or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the FundPortfolio's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) ); provided such loss did not result directly or indirectly from the gross negligence, fraud, willful misconduct or reckless disregard of its duties of, or the delivery of incorrect or incomplete information by, the Adviser, the Fund, the Trust or any officer, director, employee, agent, representative or service provider of any of them (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). For the avoidance of doubt and notwithstanding any provision to the contrary contained in this Agreement, any loss incurred by the Fund as a result of (i) events beyond the reasonable control of the Sub-Adviser or (ii) deviations from the Investment Guidelines resulting from market events, including but not limited to, daily market fluctuations and corporate actions, as well as, contributions to, or withdrawals from, the Portfolio, shall not be deemed to be Improper Investments and Sub-Adviser shall have no liability or duty of indemnification with respect thereto.
(cd) 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 material breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; or (iii) any untrue statement or alleged untrue statement of a material fact applicable to the regarding Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the regarding Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; , provided such statement or (iv) the omission was made in reliance upon information furnished by Sub-Adviser's willful misfeasance, bad faith Sub-Adviser was given a reasonable amount of time to review the Disclosure Document prior to its filing, dissemination or gross negligence use, and any material comments to such Disclosure Document provided by Sub-Adviser to Adviser, the Trust or the Fund were included in the performance or non-performance of its duties hereundersuch Disclosure Document verbatim; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any loss, claim, damage, expense or liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject resulting directly or indirectly from the gross negligence, fraud, willful misconduct or reckless disregard of its duties of, or the delivery of incorrect or incomplete information by, any Indemnified Party or any officer, director, employee, agent, representative or service provider of any of them.
(e) The Adviser shall indemnify and hold harmless the Sub-Adviser, each affiliated person of the Sub-Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act (any such person, a "Sub-Adviser Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 material breach by reason the Adviser of this Agreement or the representations and warranties made by the Adviser herein; (ii) any willful misfeasancemisconduct, fraud, bad faith, reckless disregard or gross negligence of the Adviser or any of its officers, directors, employees, agents or service providers; (iii) any failure by Adviser to properly notify Sub-Adviser of any changes to any Fund Documentation and Policies, Disclosure Document, or any policies, guidelines, instructions or procedures of the Fund, Trust or Adviser applicable to the services provided by Sub-Adviser hereunder; (iv) any untrue statement of a material fact contained in a Disclosure Document or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in direct reliance upon information furnished to the Adviser by the Sub-Adviser for use in such Disclosure Document; or (v) any action or omissions taken by Sub-Adviser in accordance with an instruction or direction provided by Adviser, the Trust or the Board of Trustees of the Trust; provided, however, that nothing herein shall be deemed to protect any Sub-Adviser Indemnified Party against any loss, claim, damage, expense or liability to which such Sub-Adviser Indemnified Party would otherwise be subject resulting directly or indirectly from the gross negligence, fraud, willful misconduct or reckless disregard of its duties of, or the duties involved in the conduct delivery of such person's office with the Trustincorrect or incomplete information by, any Sub-Adviser Indemnified Party or any officer, director, employee, agent, representative or service provider of any of them.
Appears in 1 contract
Samples: Sub Advisory Agreement (Advisors Inner Circle Fund)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall exercise reasonable care in rendering its services described in this Agreement. Except 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 error of judgment or mistake of law 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 Sub-Adviser's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement. 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including which may include transaction costs, if applicable) incurred by the Fund as a result of a breach of the standard of care described in subparagraph (a) relating to 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 in writingAdviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited with respect to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the CodeCode due to the Sub-Adviser's failure to comply with section 2(b) of this Agreement) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewithattorneys' 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser 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 Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Document; or (iviii) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; hereunder resulting from a breach of its standard of care described in subparagraph (a) provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.
(d) The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorneys' fees and other related expenses) ("Losses"), arising, from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided however that the Adviser will not indemnify the Sub-Adviser for Losses resulting from the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its duties or from the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement.
(e) The services of the Sub-Adviser to the Adviser with respect to the Sub-Adviser assets are not to be deemed to be exclusive, and the Sub-Adviser and its affiliates shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies. Adviser acknowledges that Sub-Adviser or its affiliates may give advice and take actions in the performance of its duties to clients which differ from the advice, or the timing and nature of actions taken, with respect to other clients' accounts (including the Sub-Adviser assets) or employee accounts which may invest in some of the same securities recommended to advisory clients. In addition, advice provided by the Sub-Adviser may differ from advice given by its affiliates.
Appears in 1 contract
Samples: Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; Adviser, (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; providedhereunder or its reckless disregard of its obligations and duties under this Agreement or (d) the Fund being in violation of any applicable federal or state law, howeverrule 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, that nothing herein shall be deemed to protect by reason of any Indemnified Party who is a Trustee action or officer omission of the Trust Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Oak Ridge Large - Cap Equity Fund pursuant to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office Amended and Restated Investment Advisory Agreement with the TrustSub - Adviser dated March 1, 1999, subject to the standard of care set forth in 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 the lack thereof) of statements in the a Fund's ’s Disclosure Documents that are applicable or relate relating to the Sub-Adviser and the services provided Sub-Adviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable lawfor inclusion therein, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance will have reasonable notice to review the Fund’s Disclosure Documents and provide such information. The Adviser shall be responsible for providing the Sub-Adviser with its obligations reasonable notice to provide such information and standard of care required of it under this Agreement and under applicable lawreview the Fund’s Disclosure Documents.
(b) The Sub-Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment or trade error made by the Sub-Adviser in contravention of: (i) any investment policy, guideline 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, provided that such documents are provided to Sub-Adviser in writingfor review on reasonable notice; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”).
(c) The Sub-Adviser shall indemnify and hold harmless the Adviser, 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 said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to by the Sub-Adviser contained in any Disclosure Document relating to the Sub-Adviser and the Sub-Adviser’s affiliates, each Fund’s investment strategies and related risks, and other information supplied by Sub-Adviser for inclusion therein, or the omission or alleged omission by the Sub-Adviser from a Disclosure Document of a material fact applicable to regarding the Sub-Adviser or the Sub-Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) except as otherwise provided in this Agreement, the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the ’s performance or non-performance of its the Sub-Adviser’s duties hereunderhereunder where the Sub-Adviser acted with willful misfeasance, bad faith, negligence, or reckless disregard of the duties hereunder in such performance or non-performance; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.
Appears in 1 contract
Samples: Sub Advisory Agreement (Catholic Responsible Investments Funds)
LIABILITY OF THE SUB-ADVISER. (a) The Sub-Adviser shall exercise reasonable care in rendering its services described in this Agreement. Except 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 error of judgment or mistake of law 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 Sub-Adviser's willful misfeasance, bad faith or gross negligence on its part in the performance of its duties hereunder or from reckless disregard by it of its obligations and duties under this Agreement. 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including which may include transaction costs, if applicable) incurred by the Fund as a result of a breach of the standard of care described in subparagraph (a) relating to 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 in writingAdviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited with respect to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the CodeCode due to the Sub-Adviser's failure to comply with section 2(b) of this Agreement) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewithattorneys' 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser 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 Sub-Adviser was offered the opportunity to review and provide comments on such Disclosure Document; or (iviii) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; hereunder resulting from a breach of its standard of care described in subparagraph (a) provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.
(d) The Adviser shall indemnify and hold harmless the Sub-Adviser from and against any and all claims, losses, liabilities or damages (including reasonable attorneys' fees and other related expenses) ("Losses"), arising, from or in connection with this Agreement or the performance by the Sub-Adviser of its duties hereunder; provided however that the Adviser will not indemnify the Sub-Adviser for Losses resulting from the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance of its duties or from the Sub-Adviser's reckless disregard of its obligations and duties under this Agreement.
(e) The services of the Sub-Adviser to the Adviser with respect to the Assets are not to be deemed to be exclusive, and the Sub-Adviser and its affiliates shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Sub-Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors, trustees, or employees of any other firm or corporation, including other investment companies. Adviser acknowledges that Sub-Adviser or its affiliates may give advice and take actions in the performance of its duties to clients which differ from the advice, or the timing and nature of actions taken, with respect to other clients' accounts (including the Assets) or employee accounts which may invest in some of the same securities recommended to advisory clients. In addition, advice provided by the Sub-Adviser may differ from advice given by its affiliates.
Appears in 1 contract
Samples: Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) 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 that are applicable or relate to the Sub-Adviser; provided, that the Sub-Adviser and has had the services opportunity to review any applicable Disclosure Document, that it incorporates any revisions provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules in accordance with Section 7(c) and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard had the opportunity to approve the final version of care required of it under this Agreement and under applicable lawsuch Disclosure Document.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) 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 in writing or made available electronically to the Sub-Adviser in writingAdviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) Code (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). For the avoidance of doubt, the Sub-Adviser's responsibilities hereunder are limited to those in respect of the Assets. Notwithstanding Section 13(b)(i) above, in the event that the Sub-Adviser at any point determines that any investment policy, guideline or restriction or any other instruction provided to the Sub-Adviser hereunder is in contravention of applicable law or regulation as advised by legal counsel to the Sub-Adviser, the Sub-Adviser reserves the right to refuse to act upon such investment policy, guideline, restriction or other instruction. Such refusal to act shall not be considered a breach of this Agreement and Sub-Adviser shall have no liability in connection with such determination or refusal to act. In such event, the Sub-Adviser will promptly notify the Adviser and the Fund.
(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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading, provided, that the Sub-Adviser has had the opportunity to review such Disclosure Document, that it incorporates any revisions provided by the Sub-Adviser in accordance with Section 7(c) and that the Sub-Adviser has had the opportunity to approve the final version of such Disclosure Document; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust; and provided further, however, that the Sub-Adviser's obligations hereunder shall be reduced to the extent that the claims against, or the losses, damages or liabilities experienced by the Indemnified Party, are caused by or are otherwise directly or indirectly related to the Indemnified Party's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.
(d) The Adviser shall indemnify and hold harmless the Sub-Adviser, and each person who controls the Sub-Adviser within the meaning of Section 15 of the 1933 Act (any such person, a "Sub-Adviser Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 material breach by the Adviser of this Agreement or the representations and warranties made by the Adviser herein; (ii) a violation of applicable law by the Adviser relating to the subject matter of this Agreement; (iii) any action or omission taken by the Sub-Adviser in good faith in accordance with an instruction or direction provided by the Adviser; (iv) any untrue statement or alleged untrue statement contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading, other than a statement or omission applicable to the Sub-Adviser described in Section 13(c)(iii) above; or (v) the Adviser's willful misfeasance, bad faith, or gross negligence in the performance of its obligations and duties under this Agreement; provided, however, that the Adviser's obligations hereunder shall be reduced to the extent that the claims against, or the losses, damages or liabilities experienced by the Sub-Adviser Indemnified Party, are caused by or are otherwise directly or indirectly related to the Sub-Adviser Indemnified Party's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.
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Samples: Sub Advisory Agreement (KP Funds)
LIABILITY OF THE SUB-ADVISER. (a) 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; Adviser, (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; providedhereunder or its reckless disregard of its obligations and duties under this Agreement or (d) the Fund being in violation of any applicable federal or state law, howeverrule 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, that nothing herein shall be deemed to protect by reason of any Indemnified Party who is a Trustee action or officer omission of the Trust Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Oak Ridge Small-Cap Equity Fund pursuant to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office Amended and Restated Investment Advisory Agreement with the TrustSub-Adviser dated March 1, 1999, subject to the standard of care set forth in 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's participation in such securities lending program provided that Fund or the Sub-Adviser has acted being in accordance with its obligations and standard violation (the existence of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred such violation as agreed upon in good faith by the Fund as a result of any investment made by Adviser and the Sub-Adviser in contravention of: (ior 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, 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
, or (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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunderhereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that nothing herein shall with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be deemed provided or failed to protect any Indemnified Party who is a Trustee be taken) by the Adviser or officer its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Trust Sub-Adviser, the 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. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp America-Abroad Fund, Inc. xxxsuant to the Trust or Investment Advisory Agreement between Papp America-Abroad Fund, Inc. xxx L. Roy Papp & Associates, dated ax xx Xxxust 29, 1991, subject to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved standard set forth in the conduct of such person's office with the Trustthis 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; Adviser, (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; providedhereunder or its reckless disregard of its obligations and duties under this Agreement or (d) the Fund being in violation of any applicable federal or state law, howeverrule 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, that nothing herein shall be deemed to protect by reason of any Indemnified Party who is a Trustee action or officer omission of the Trust Sub-Adviser. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Oak Ridge Small-Cap Equity Fund pursuant to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office Investment Advisory Agreement with the TrustSub-Adviser dated March 1, 1999, subject to the standard of care set forth in 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's participation in such securities lending program provided that Fund or the Sub-Adviser has acted being in accordance with its obligations and standard violation (the existence of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred such violation as agreed upon in good faith by the Fund as a result of any investment made by Adviser and the Sub-Adviser in contravention of: (ior 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, 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
, or (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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunderhereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that nothing herein shall with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be deemed provided or failed to protect any Indemnified Party who is a Trustee be taken) by the Adviser or officer its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Trust Sub-Adviser, the 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. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp Stock Fund, Inc. pursuant xx the Investment Advisory Agreement between L. Roy Papp Stock Fund, Inc. and X. Xxx Xapp & Associates, dated ax xx Xxxember 7, 1989, subject to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved standard set forth in the conduct of such person's office with the Trustthis 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Advisor or Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from the Fund's participation in such securities lending program provided that litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser has acted being in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result 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 in writing; 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 (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person Code by reason of the Trust within the meaning any action or omission 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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 Adviser, unless acting at the direction of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or Board, (ivc) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunder; provided, however, hereunder or its reckless disregard of its obligations and duties under this Agreement provided that nothing herein the Sub-Adviser's obligation in this regard shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability reduced to the Trust extent it is caused by or is otherwise directly related to its shareholders to which such Indemnified Party would otherwise be subject by reason the Fund's or the Adviser's own willful misfeasance, bad faith, faith or gross negligence or to the reckless disregard of its duties under the duties involved 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 conduct Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of such person's office with any action or omission of the TrustSub-Adviser unless acting at the direction of the Board or the Adviser.
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LIABILITY OF THE SUB-ADVISER. (a) 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 that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any loss losses, claims, damages, liabilities or damage arising litigation (including legal and other expenses) incurred or resulting from suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the acts Sub-Adviser with respect to the Fund, except that nothing in this Agreement shall operate or omissions purport to operate in any way to exculpate, waive or limit the liability of the Fund's custodian. With respect any securities lending program managed by the Fund's custodianSub-Adviser for, and the Sub-Adviser shall not be liable for 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 xxxxxxx thereof (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any loss and all losses, claims, damages, liabilities or damage resulting from litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Fund's participation in such securities lending program provided that Fund or the Sub-Adviser has acted being in accordance with its obligations and standard violation (the existence of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred such violation as agreed upon in good faith by the Fund as a result of any investment made by Adviser and the Sub-Adviser in contravention of: (ior 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, 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 in writing; or Adviser, (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
, or (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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance or non-performance of its duties hereunderhereunder or its reckless disregard of its obligations and duties under this Agreement; provided, however, that nothing herein shall with respect to clauses (a) and (b) above, the violation did not result directly from information provided or action taken (or failed to be deemed provided or failed to protect any Indemnified Party who is a Trustee be taken) by the Adviser or officer its agents; provided further that in the event that the violation resulted in part directly from information provided or action taken (or failed to be provided or failed to be taken) by the Adviser or its agents and in part from the actions or omissions of the Trust Sub-Adviser, the 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. In addition, the Sub-Adviser shall indemnify and hold harmless the Fund and the Adviser against any liability that arose out of the Sub-Adviser's management of Papp America-Pacific Rim Fund, Xxx. pursuant to the Trust or Investment Advisory Agreement between Papp America-Pacific Rim Fund, Xxx. and L. Roy Papp & Associates, dated ax xx Xxxember 18, 1996, subject to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved standard set forth in the conduct of such person's office with the Trustthis 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 the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or the rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or violation of applicable law on the Sub-Adviser's part in the performance of its duties or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any loss or damage arising or resulting from the acts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under this Agreement and under applicable law.
(b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any direct 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 in writing("Investment Guidelines); or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments").
(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 the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) 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 material breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in any an AQR Disclosure Document or the omission or alleged omission from a an AQR Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; , provided such statement or omission was made in reliance upon information furnished by Sub-Adviser, Sub-Adviser was given a reasonable amount of time to review the AQR Disclosure prior to its filing, dissemination or use, and any material comments to such AQR Disclosure provided by Sub-Adviser to Adviser, the Trust or the Fund were included in such AQR Disclosure verbatim, or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or material non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.
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Samples: Sub Advisory Agreement (KP Funds)
