Common use of Liability of the Sub-Advisor Clause in Contracts

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust 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 “Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’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. As used in this Section 6, the term “Sub-Advisor” shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. In no case shall the Sub-Advisor be liable for actions taken or non-actions with respect to the performance of its services under this Agreement based upon specific written information, instructions, or requests made to the Sub-Advisor by an officer of the Trust thereunto duly authorized. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons controllxxx xxxxons (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates and the directors, directors and officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust 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 “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Sub- Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust 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 “Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Fund’s prospectus and Statement of Additional Information or any written guidelines direction or instruction provided in writing by the Board, or (b) the Sub-Advisor’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. As used in this Section 6the foregoing clauses (a) and (b), the term “Sub-Advisor” shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates and the directorsaffiliates, officers and employees of provided, however, that the Sub-Advisor and/or Indemnitees shall look only to Sub-Advisor and its members, directors and officers for satisfaction of any of its affiliatessuch losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses).

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates over which it has direct control(1) and the directors, officers and employees of the Sub-Advisor and/or any of its such affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the “"Sub-Advisor Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesexpenses)("Loss") by reason of or arising out of: (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ ' Registration Statement or any written guidelines or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. To the extent that the Trust has been whole by the Sub-Advisor pursuant to this paragraph with respect to a Loss, the Sub-Advisor's obligations shall be deemed to have been satisfied. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust 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 “"Sub-Advisor 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-Advisor being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Funds’ Registration Fund's prospectus and Statement of Additional Information or any written guidelines direction or instruction provided in writing by the Board, or (b) the Sub-Advisor’s '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. As used in this Section 6the foregoing clauses (a) and (b), the term “"Sub-Advisor” " shall include the Sub-Sub- Advisor and/or any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliates.