Common use of Limitation of Liability of the Sub-Adviser Clause in Contracts

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection with performance of the Sub-Adviser's obligations under this Agree­ment, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided under provisions of applicable state law which cannot be waived or modi­fied hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with the performance of the Sub-Adviser's its obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. The Sub-Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from not be responsible for any and all expenses, losses, damages, liabilities, demands, charges, and claims loss incurred by reason of any kind act or nature (including attorneys' fees) whatsoeveromission of any broker-dealer; provided, arising from the operations and management of the Portfolio except where such expensehowever, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which that the Sub-Adviser is determined shall use reasonable care in its selection and use of brokers in effecting transactions for the Portfolio. The Sub-Adviser shall have no obligation to seek to obtain any material non-public ("inside") information about any issuer of securities, nor to purchase or sell, or to recommend for purchase or sale, for the Portfolio the securities of any issuer on the basis of any such information as may come into its possession. The Adviser acknowledges and agrees that the Sub-Adviser makes no representation and warranty, express or implied, that any level of performance or investment results will be liableachieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Sub-Adviser whether public or private.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's ’s obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's ’s part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' '’ fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable. This provision shall survive termination of this Agreement.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's ’s obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's ’s part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' ’ fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with the performance of the Sub-Adviser's its obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. The Sub-Adviser shall reimbursenot be responsible for any loss incurred by reason of any act or omission of any broker-dealer; provided, indemnifyhowever, that the Sub- Adviser shall use reasonable care in its selection and hold harmless use of brokers in effecting transactions for the Portfolio. The Sub-AdviserAdviser shall have no obligation to seek to obtain any material non-public ("inside") information about any issuer of securities, individually and as sub-advisernor to purchase or sell, of and from any and all expensesor to recommend for purchase or sale, losses, damages, liabilities, demands, charges, and claims for the Portfolio the securities of any kind or nature (including attorneys' fees) whatsoever, arising from issuer on the operations basis of any such information as may come into its possession. The Adviser acknowledges and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which agrees that the Sub-Adviser is determined to makes no representation and warranty, express or implied, that any level of performance or investment results will be liableachieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including other clients of the Sub-Adviser whether public or private.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable. This provision shall survive termination of this Agreement.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Sub- Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Sub- Adviser is determined to be liable.

Limitation of Liability of the Sub-Adviser. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, the Sub-Adviser shall not be subject to liability to the Adviser or the Funds or to any shareholder of the Funds for any error of judgment or mistake of law or for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the acquisition, holding, or disposition of any security or other investment. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Sub-Adviser shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Fund. The Sub-Adviser shall not be liable for to a Fund or to any error shareholder of judgment a Fund to any greater degree than the Adviser, and the Adviser shall indemnify and hold the Sub-Adviser harmless against any loss, liability or for any loss suffered cost incurred by the Portfolio Sub-Adviser towards each Fund or to any shareholder of a Fund except to the Adviser in con­nection with performance of extent that such loss, liability or cost arises from the Sub-Adviser's obligations under this Agree­ment’s fraud, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on in the performance of the Sub-Adviser's part in the performance of ’s duties hereunder. Each Fund shall be severally (and not jointly) liable for its duties or from reckless disregard of its obligations own fees, costs, expenses and duties under this Agreement, except as may otherwise be pro­vided under provisions of applicable state law which cannot be waived or modi­fied hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnifyother liabilities attributable to such Fund, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from no Fund shall be responsible for any and all expenses, losses, damages, liabilities, demands, charges, and claims of liabilities in connection with any kind or nature (including attorneys' fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liableother Fund.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's ’s obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's ’s part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' ’ fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable. This provision shall survive termination of this Agreement.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of in judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's ’s obligations under this Agree­mentagreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's ’s part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' attorney’s fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable. This provision shall survive termination of this Agreement.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable.

Limitation of Liability of the Sub-Adviser. The Sub-Adviser shall not be liable for any error of judgment or for any loss suffered by the Portfolio or the Adviser in con­nection connection with performance of the Sub-Adviser's obligations under this Agree­mentAgreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in Section 36(b)(3) of the 1940 Act), or a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in the performance of its duties or from reckless disregard of its obligations and duties under this Agreement, except as may otherwise be pro­vided provided under provisions of applicable state law which cannot be waived or modi­fied modified hereby. This provision shall survive termination of this Agreement. Adviser shall reimburse, indemnify, and hold harmless Sub-Adviser, individually and as sub-adviser, of and from any and all expenses, losses, damages, liabilities, demands, charges, and claims of any kind or nature (including attorneys' fees) whatsoever, arising from the operations and management of the Portfolio except where such expense, loss, damage, liability, demand, charge, or claim is the result of an occurrence described in the foregoing paragraph for which the Sub-Adviser is determined to be liable.