Common use of Renaissance Clause in Contracts

Renaissance. Renaissance shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling xxxxxxs thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misfeasance, bad faith or reckless disregard of Renaissance in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Renaissance which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to IMCO or the Trust by Renaissance Indemnities (as defined below) for use therein. Renaissance shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); provided, however, that in no case is Renaissance's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence or reckless disregard of Renaissance in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.

Renaissance. Renaissance represents and warrants to IMCO that (i) the retention of Renaissance by IMCO as contemplated by this Agreement is authorized by Renaissance's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Renaissance or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Renaissance and when executed and delivered by Renaissance will be a legal, valid and binding obligation of Renaissance, enforceable against Renaissance in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Renaissance is registered as an investment adviser under the Advisers Act; (v) Renaissance has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Renaissance and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Renaissance shall be liable for any furnish to IMCO all reports and all losses, claims, damages, liabilities or litigation information provided under Rule 17j-1(c)(2); (including reasonable legal and other expensesvi) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling xxxxxxs thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, Renaissance is not prohibited by the 1940 Act, the Advisers ActAct or other law, regulation or under any other statute, at common law or otherwise arising out order from performing the services contemplated by this Agreement; (vii) Renaissance will promptly notify IMCO of (i) any gross negligence, willful misfeasance, bad faith or reckless disregard of Renaissance in the performance occurrence of any event that would disqualify Renaissance from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Renaissance has provided IMCO with a copy of its duties or obligations hereunder or (ii) any untrue statement Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Renaissance which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing copy of all amendments to IMCO or the Trust by at least annually; (ix) Renaissance Indemnities will notify IMCO of any "assignment" (as defined belowin the 1940 Act) for use thereinof this Agreement xx xxxxxe of control of Renaissance, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Renaissance, in each case prior to or promptly after, such change; and (x) Renaissance has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Renaissance shall indemnify and hold harmless the IMCO Indemnities for any and all such lossesmakes no representation or warranty, claims, damages, liabilities express or litigation (including reasonable legal and other expenses); provided, howeverimplied, that in no case is Renaissance's indemnity hereunder deemed to protect any level of performance or investment results will be achieved by the Fund, whether on a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith relative or gross negligence or reckless disregard of Renaissance in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trustabsolute basis.

Renaissance. Renaissance represents and warrants to IMCO that (i) the retention of Renaissance by IMCO as contemplated by this Agreement is authorized by Renaissance's governing documents; (ii) the execution, delivery and performance of this Agreement does not violate any obligation by which Renaissance or its property is bound, whether arising by contract, operation of law or otherwise; (iii) this Agreement has been duly authorized by appropriate action of Renaissance and when executed and delivered by Renaissance will be a legal, valid and binding obligation of Renaissance, enforceable against Renaissance in accordance with its terms, subject, as to enforcement, to applicable bankruptcy, insolvency and similar laws affecting creditors' rights generally and to general equitable principles (regardless of whether enforcement is sought in a proceeding in equity or law); (iv) Renaissance is registered as an investment adviser under the Advisers Act; (v) Renaissance has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and that Renaissance and certain of its employees, officers, partners and directors are subject to reporting requirements thereunder and, accordingly, agrees that it shall, on a timely basis, furnish a copy of such code of ethics to IMCO, and, with respect to such persons, Renaissance shall be liable for any furnish to IMCO all reports and all losses, claims, damages, liabilities or litigation information provided under Rule 17j-1(c)(2); (including reasonable legal and other expensesvi) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling xxxxxxs thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, Renaissance is not prohibited by the 1940 Act, the Advisers ActAct or other law, regulation or under any other statute, at common law or otherwise arising out order from performing the services contemplated by this Agreement; (vii) Renaissance will promptly notify IMCO of (i) any gross negligence, willful misfeasance, bad faith or reckless disregard of Renaissance in the performance occurrence of any event that would disqualify Renaissance from serving as investment manager of an investment company pursuant to Section 9(a) of the 1940 Act or otherwise; (viii) Renaissance has provided IMCO with a copy of its duties or obligations hereunder or (ii) any untrue statement Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC, and promptly will furnish a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Renaissance which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing copy of all amendments to IMCO or the Trust by at least annually; (ix) Renaissance Indemnities will notify IMCO of any "assignment" (as defined belowin the 1940 Act) for use therein. Renaissance shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); provided, however, that in no case is Renaissance's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence or reckless disregard of Renaissance in performance of its duties under this Agreement or xxxxxx of control of Renaissance, as applicable, and any changes in the Investment Advisory Agreement key personnel who are either the portfolio manager(s) of any Fund Account or senior management of Renaissance, in each case prior to or promptly after, such change; and (x) Renaissance has adequate disaster recovery and interruption prevention measures to ensure business resumption in accordance with applicable law and within industry standards. Renaissance makes no representation or warranty, express or implied, that any level of performance or investment results will be achieved by the TrustFund, whether on a relative or absolute basis.

Renaissance. Renaissance shall be liable for any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling xxxxxxs xxxxxxx thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of (i) any gross negligence, willful misfeasance, bad faith or reckless disregard of Renaissance in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Funds or the omission to state therein a material fact known to Renaissance which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished in writing to IMCO or the Trust by Renaissance Indemnities (as defined below) for use therein. Renaissance shall indemnify and hold harmless the IMCO Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); providedPROVIDED, howeverHOWEVER, that in no case is Renaissance's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence or reckless disregard of Renaissance in performance of its duties under this Agreement or the Investment Advisory Agreement with the Trust.