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 1940 Act) and all controlling 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 written investment policies, restrictions, guidelines or instructions set forth in the Fund's Registration Statement or provided by the Trust's Board of Trustees from time to time with reasonable advance notice to the Sub-Advisor, 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. 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 instructions made to the Sub-Advisor by an officer of the Trust. 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 1940 Act) and all controlling 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, regulation or any written investment policies, restrictions, guidelines policy or instructions restriction set forth in the Fund's Registration Statement or provided by the Trust's Board of Trustees from time to time with reasonable advance notice to the Sub-AdvisorDisclosure Documents, 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. In no case shall the absence of 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, the Sub-Advisor shall not be liable for actions taken or non-actions with respect subject to liability to the performance of its services under this Agreement based upon specific written instructions made Trust, the Advisor, the Fund or to the Sub-Advisor by an officer any shareholder of the Trust. As used Trust or Fund for any act or omission in this Section 6the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the term "Sub-Advisor" shall include the Sub-Advisor and/or purchase, holding or sale of any of its affiliates and the directors, officers and employees of the Sub-Advisor and/or any of its affiliatessecurity hereunder.

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 1940 Act) and all controlling 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 written investment policies, restrictions, guidelines or instructions set forth in the each Fund's Registration Statement or provided by the Trust's Board of Trustees from time to time with reasonable advance notice to the Sub-Advisor, 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. 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 instructions made to the Sub-Advisor by an officer of the Trust. 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 1940 Act) and all controlling 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, regulation or any written investment policies, restrictions, guidelines policy or instructions restriction set forth in the Fund's Funds' Registration Statement or any written guidelines or instruction provided in writing by the Trust's Board of Trustees from time to time with reasonable advance notice to the Sub-AdvisorBoard, 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. 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 instructions made to the Sub-Advisor by an officer of the Trust. 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. Similarly, the Advisor shall hold harmless the Sub-Advisor against all losses, claims, damages, liabilities or litigation by reason of or arising out of (a) the Advisor being in material violation of any federal or state law or any applicable rule or regulation or (b) the Advisor's willful malfeasance, bad faith or gross negligence in the performance of its duties and fiduciary obligations under this agreement. The term "Advisor" shall include any affiliates.