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, the Advisor, any affiliated entity of the Advisor that provides material financial support to the Advisor with respect to the Fund, and any officer, director, or employee of the Trust, the Advisor, or such an affiliated entity (collectively, the “Sub-Advisor Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (together, “Losses”) 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 in connection with the services provided to the Trust hereunder, including as a result of any violation of any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided to the Sub-Advisor in writing by the Board, or (b) the Sub-Advisor’s willful misfeasance, bad faith or gross negligence 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, its directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance of doubt, the Sub-Advisor will be obligated by this paragraph to indemnify any Sub-Advisor Indemnitee for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such Losses.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, the Advisor, any and all their affiliated entity persons (within the meaning of Section 2(a)(3) of the Advisor that provides material financial support to the Advisor with respect to the Fund, 0000 Xxx) and any officer, director, or employee all controlling persons (as described in Section 15 of the Trust, the Advisor, or such an affiliated entity 1933 Act) (collectively, the “Sub-Advisor Indemnitees”) against any and all direct losses, claims, damages, or liabilities or litigation (including reasonable legal and other expenses) (togethercollectively, “Losses”) incurred 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 in connection with the services provided to the Trust hereunder, including as a result of any violation of any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided to the Sub-Advisor in writing by the Board, or (b) the Sub-Advisor’s willful misfeasance, bad faith faith, gross negligence, or gross negligence its reckless disregard of its obligations and duties under this Agreement, as determined in a final non-appealable decision of a court of competent jurisdiction; or (b) any untrue statement or alleged untrue statement of a material fact contained in the performance Disclosure Documents, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Advisor to the Advisor specifically for the purpose of its duties hereunder inclusion in the Disclosure Documents. Without limiting the foregoing, the Sub-Advisor shall not have any responsibility for and shall not be liable to any person for (i) any acts of the Advisor or any other sub-advisor to the Fund with respect to the portion of the assets of the Trust not managed by the Sub-Advisor and (ii) acts of the Sub-Advisor which result from or are based upon directions or instructions of, or information provided by, the Advisor, including, but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by Advisor or any other sub-advisor to the Fund, which records are not also maintained by the Sub-Advisor or, to the extent such records relate to the portion of the assets managed by the Sub-Advisor, otherwise available to the Sub-Advisor upon reasonable request, provided, in all cases, that the liability was not determined in a final non-appealable judgment of a court of competent jurisdiction to be attributable to the Sub-Advisor’s own willful misfeasance, bad faith, gross negligence, or its reckless disregard of its obligations and duties under this Agreement. As used in this Section 6, Neither party shall be liable to the term “Sub-Advisor” shall include the Sub-Advisor and/or, its directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance of doubt, the Sub-Advisor will be obligated by this paragraph to indemnify any Sub-Advisor Indemnitee other for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly indirect, incidental, consequential, special exemplary or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such Lossespunitive damages.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, Trust and all affiliated persons thereof (within the Advisor, any affiliated entity meaning of Section 2(a)(3) of the Advisor that provides material financial support to the Advisor with respect to the Fund, 0000 Xxx) and any officer, director, or employee all controlling persons (as described in Section 15 of the Trust, the Advisor, or such an affiliated entity 1933 Act) (collectively, the “Sub-Advisor Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (together, “Losses”) 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 in connection with the services provided to the Trust hereunder, including as a result of any violation of or any investment policy or restriction set forth in the Fund’s Funds’ Registration Statement or any written guidelines or instruction provided to the Sub-Advisor in writing by the Board, or (b) the Sub-Advisor’s willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. As used in this Section 6Agreement except to the extent that any Losses arise out of the willful malfeasance, the term “Sub-Advisor” shall include bad faith or gross negligence of the Sub-Advisor and/or, its directors, officers Indemnitees. The Advisor shall indemnify and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance of doubt, hold harmless the Sub-Advisor will be obligated by this paragraph to indemnify any Sub-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 “Advisor Indemnitee for Indemnitees”) against any and all such Losses that by reason of or arising out of: (a) the Sub-Advisor Indemnitee incurs either directly being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in connection with reimbursing the Funds’ Registration Statement or otherwise making whole another Sub-Advisor Indemnitee for such Losses.any written guidelines or instruction provided in writing by the Board, or (b) the Advisor’s willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or the Advisory

Liability of the Sub-Advisor. The Sub-Sub- Advisor shall indemnify and hold harmless the Trust, the Advisor, any affiliated entity of the Advisor that provides material financial support to the Advisor with respect to the Fund, and any officer, director, or employee of the Trust, the Advisor, or such an affiliated entity (collectively, the “Sub-"Sub- Advisor Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (together, “"Losses”") 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 in connection with the services provided to the Trust hereunder, including as a result of any violation of any investment policy or restriction set forth in the Fund’s 's Registration Statement or any written guidelines or instruction provided to the Sub-Advisor in writing by the Board, or (b) the Sub-Advisor’s 's willful misfeasance, bad faith or gross negligence 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, its directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Sub- Advisor to provide services under this Agreement. For the avoidance of doubt, the Sub-Advisor will be obligated by this paragraph to indemnify any Sub-Advisor Indemnitee for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such Losses.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, Trust and all affiliated persons thereof (within the Advisor, any affiliated entity meaning of Section 2(a)(3) of the Advisor that provides material financial support to the Advisor with respect to the Fund, 1940 Act) and any officer, director, or employee all controlling xxxxxxx (as described in Section 15 of the Trust, the Advisor, or such an affiliated entity 1933 Act) (collectively, the “"Sub-Advisor Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (together, “Losses”) 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 in connection with the services provided to the Trust hereunder, including as a result of any violation of or any investment policy or restriction set forth in the Fund’s Funds' Registration Statement or any written guidelines or instruction provided to the Sub-Advisor 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, and/or any of its affiliates and the directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance employees of doubt, the Sub-Advisor will be obligated by this paragraph to indemnify and/or any of its affiliates. The Sub-Adviser, its affiliates, agents and employees, shall be indemnified by the Advisor Indemnitee for any and against all liabilities, losses or claims (including reasonable expenses arising out of defending such Losses that liabilities, losses or claims): arising from Fund's or the Advisor's written directions to the Sub-Adviser with respect to the making, retention of or sale of any investment or reinvestment hereunder; or arising from the acts or omissions of the Advisor Indemnitee incurs either directly or in connection with reimbursing the Fund, their respective affiliates, agents or otherwise making whole another employees; except for any such liability or loss which is due to the gross negligence, willful misconduct, or lack of good faith by the Sub-Advisor Indemnitee Adviser, its affiliates, agents and employees, or the Sub-Adviser's reckless disregard of its duties and obligations. The Sub-Adviser shall also be without liability hereunder for such Lossesany action taken or omitted by it in good faith and without negligence. The Sub-Adviser shall not be obligated to perform any service not described in this Agreement, and shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, Trust and all affiliated persons thereof (within the Advisor, any affiliated entity meaning of Section 2(a)(3) of the Advisor that provides material financial support to the Advisor with respect to the Fund, 1940 Act) and any officer, director, or employee all controlling xxxxxxx (as described in Section 15 of the Trust, the Advisor, or such an affiliated entity 1933 Act) (collectively, the “"Sub-Advisor Indemnitees”") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) (together, “"Losses”") 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 in connection with the services provided to the Trust hereunder, including as a result of any violation of or any investment policy or restriction set forth in the Fund’s Funds' Registration Statement or any written guidelines or instruction provided to the Sub-Advisor in writing by the Board, or (b) the Sub-Advisor’s 's willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement except to the extent that any Losses arise out of the willful malfeasance, bad faith or gross negligence of the Sub-Advisor Indemnitees. The Advisor shall indemnify and hold harmless the Sub-Advisor 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 "Advisor Indemnitees") against any and all Losses by reason of or arising out of: (a) the 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 Advisor's willful misfeasance, bad faith or gross negligence in the performance of its duties under this Agreement or the Advisory Agreement, or its reckless disregard of its obligations and duties under this Agreement or the Advisory Agreement, except to the extent that any Losses arise out of the willful malfeasance, bad faith or gross negligence of the Advisor Indemnitees. The duties of the Sub-Advisor shall be confined to those expressly set forth herein, and no implied duties are assumed by or may be asserted against the Sub-Advisor hereunder. As used in this Section 6, the term “"Sub-Advisor” " shall include the Sub-Advisor and/or, and/or any of its directors, affiliates and the directors and officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance of doubt, the Sub-Advisor will be obligated by this paragraph to indemnify and/or any Sub-Advisor Indemnitee for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such Lossesof its affiliates.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, Trust and all affiliated persons thereof (within the Advisor, any affiliated entity meaning of Section 2(a)(3) of the Advisor that provides material financial support to the Advisor with respect to the Fund, and any officer, director, or employee of the Trust, the Advisor, or such an affiliated entity 1940 Act) (collectively, the “Sub-Advisor Indemnitees”) against any and all actual losses, claims, damages, or liabilities or litigation (including reasonable legal and other expenses) (together, “Losses”) caused by reason of or arising out of: of (“Sub-Advisor Violations”): (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule or regulation in connection with the services provided to the Trust hereunder, including as a result of any violation of or any investment policy or restriction set forth in the Fund’s Registration Funds’ Prospectus or Statement of Additional Information or any written guidelines or instruction provided to the Sub-Advisor 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, and/or any of its affiliates and the directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance employees of doubt, the Sub-Advisor will and/or any of its affiliates. Except as may otherwise be obligated provided by the 1940 Act or any other federal securities law, neither the Sub-Advisor nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) incurred or suffered by the Advisor, the Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Advisor or its Affiliates with respect to the Fund, except that nothing in this paragraph Agreement shall operate or purport to indemnify operate in any way to exculpate, waive or limit the liability of the Sub-Advisor or its Affiliates for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Advisor, its Affiliates and controlling persons may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on any Sub-Advisor Indemnitee for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such LossesViolations.

Liability of the Sub-Advisor. The Sub-Advisor shall indemnify and hold harmless the Trust, Trust and all affiliated persons thereof (within the Advisor, any affiliated entity meaning of Section 2(a)(3) of the Advisor that provides material financial support to the Advisor with respect to the Fund, and any officer, director, or employee of the Trust, the Advisor, or such an affiliated entity 1940 Act) (collectively, the “Subxxx "Xxx-Advisor Indemnitees”") against any and all actual losses, claims, damages, or liabilities or litigation (including reasonable legal and other expenses) (together, “Losses”) caused by reason of or arising out of: of ("Sub-Advisor Violations"): (a) the Sub-Advisor being in material violation of any applicable federal or state law, rule or regulation in connection with the services provided to the Trust hereunder, including as a result of any violation of or any investment policy or restriction set forth in the Fund’s Registration Funds' Prospectus or Statement of Additional Information or any written guidelines or instruction provided to the Sub-Advisor 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, and/or any of its affiliates and the directors, officers and employees, but not any third-parties, including unaffiliated brokers, engaged by Sub-Advisor to provide services under this Agreement. For the avoidance employees of doubt, the Sub-Advisor will and/or any of its affiliates. Except as may otherwise be obligated provided by the 1940 Act or any other federal securities law, neither the Sub-Advisor nor any of its officers, affiliates, employees or consultants (its "Affiliates") shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) incurred or suffered by the Advisor, the Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Advisor or its Affiliates with respect to the Fund, except that nothing in this paragraph Agreement shall operate or purport to indemnify operate in any way to exculpate, waive or limit the liability of the Sub-Advisor or its Affiliates for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Advisor, its Affiliates and controlling persons may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on any Sub-Advisor Indemnitee for any and all such Losses that the Sub-Advisor Indemnitee incurs either directly or in connection with reimbursing or otherwise making whole another Sub-Advisor Indemnitee for such LossesViolations.