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

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, and all their affiliated persons (within the meaning of Section 2(a)(3) of the 1000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Adviser Indemnitees”) against any and all direct losses, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx1940 Act) and all controlling persons controllxxx xxxxons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents 's Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, gross negligence, faith or negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, faith or gross negligence, negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, faith or gross negligence, negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx1940 Act) and all controlling persons controllxxx xxxxons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, gross negligence, faith or negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents 's Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, gross negligence, faith or negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 0000 Xxx) and all their respective controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, gross negligence, faith or negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx1940 Act) and all controlling their respecxxxx xxxtrolling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents ' Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, gross negligence, faith or negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, Trust and all their affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx1940 Act) and all controlling their respecxxxx xxxtrolling persons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Adviser Indemnitees”") against any and all direct losses, claims, damages, liabilities or liabilities litigation (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, rule or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents Funds' Registration Statement or any written guidelines or instruction provided in writing by the Board; , (b) a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code, or (bc) the Sub-Adviser’s 's willful misfeasance, bad faith, faith or gross negligence, negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall indemnify and hold harmless the Trust, the Adviser, and all their affiliated persons (within the meaning of Section 2(a)(3) of the 1000 Xxx1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “Sub-Adviser Indemnitees”) against any and all direct losses, claims, damages, or liabilities (including reasonable legal and other expenses) (collectively, “Losses”) incurred by reason of or arising out of: (a) the Sub-Adviser being in material violation of any applicable federal or state law, rule, or regulation or any investment policy or restriction set forth in the Fund’s Disclosure Documents or any written guidelines or instruction provided in writing by the Board; or (b) the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement.