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

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

LIABILITY OF THE SUB-ADVISER. The Sub-Adviser shall not be liable to the Adviser Indemnitees (as defined below) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law by the Sub-Adviser with respect to a the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act0000 Xxx) and all controlling xxxxxxx persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation or causing the Fund to be in violation of any applicable federal or state law, rule or regulation related to its duties hereunder or any investment policy or restriction set forth in the TrustFund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, or (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this AgreementAgreement or (d) the Fund being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-Adviser.

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

LIABILITY OF THE SUB-ADVISER. The Sub(a) In 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 ADVISER (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER), the SUB-ADVISER shall not be liable subject to liability to XX XX, the Adviser Indemnitees (as defined below) Covered Funds, or to any shareholder of the Covered Funds for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the Sub-Adviser matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to a Fundthe receipt of compensation for services. Except for such disabling conduct, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser VALIC shall indemnify the SUB-ADVISER (and hold harmless its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with 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 ActSUB-ADVISER) (collectively, the "Adviser Indemnitees"“Indemnified Parties”) against from any and all losses, claims, damages, liabilities or litigation liability arising from (including reasonable legal and other expenses) by reason of or arising out of: (ai) the SubSUB-Adviser ADVISER’s conduct under this Agreement, (ii).VALIC being in violation or causing the Fund to be in violation material breach of any applicable federal duty, warrant or state law, rule or regulation related to its duties obligation hereunder or inaccuracy of any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, representation or (biii) the Sub-Adviser's VALIC’s willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

LIABILITY OF THE SUB-ADVISER. The Sub(a) In 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 ADVISER (and its officers, directors, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER), the SUB-ADVISER shall not be liable subject to liability to XX XX, the Adviser Indemnitees (as defined below) Covered Funds, or to any shareholder of the Covered Funds for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder, liabilities or litigation (including legal and other expenses) incurred or suffered by an Adviser Indemnitee as a result of without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the Sub-Adviser matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to a Fundthe receipt of compensation for services. Except for such disabling conduct, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser VALIC shall indemnify the SUB-ADVISER (and hold harmless its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with 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 ActSUB-ADVISER) (collectively, the "Adviser IndemniteesIndemnified Parties") against from any and all losses, claims, damages, liabilities or litigation liability arising from (including reasonable legal and other expenses) by reason of or arising out of: (ai) the SubSUB-Adviser ADVISER's conduct under this Agreement, (ii).VALIC being in violation or causing the Fund to be in violation material breach of any applicable federal duty, warrant or state law, rule or regulation related to its duties obligation hereunder or inaccuracy of any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, representation or (biii) the Sub-AdviserVALIC's willful misfeasance, bad faith or gross negligence generally in the performance of its obligations and duties hereunder or its reckless disregard of its obligations and duties under this Agreement.

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

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