Common use of Standard of Care and Liability of Sub-Adviser Clause in Contracts

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Neither the Sub-Adviser nor any of its directors, officers, employees, agents or affiliates shall not be liable for any losses suffered by the Adviser or the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting (i) from a breach of fiduciary duty or from willful misfeasance, bad faith, gross negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or (ii) from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. Notwithstanding the foregoing, Sub-Adviser shall not be liable for actions taken or non-actions with respect to the performance of services under this Agreement based upon information, instructions or requests given or made to Sub-Adviser by the Adviser or information provided by any of the Fund’s custodian, administrator or fund accountant. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The With respect to the Segment, the Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 8 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.the

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliatesaffiliates (which are controlled by the Sub-Adviser, control the Sub-Adviser or are under common control with the Sub-Adviser) (collectively, “Affiliates”), or from any violations of securities or any other applicable laws, rules, regulations, statues statutes and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliatesAffiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the FundSegment’s ongoing compliance with the Code, any all applicable law laws or regulation regulations and investment policies or investment policy or restriction restrictions applicable to the FundSegment. Nothing in this Section 7 8 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the policies and procedures of the Fund. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues statutes and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, Code on that basis only and with any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. The Sub-Adviser shall not be responsible for any acts or omissions by any broker or brokers selected by the Sub-Adviser, provided that the Sub-Adviser is not negligent or breaches its fiduciary duties in its selection of such broker or brokers and further provided that the Sub-Adviser had not otherwise breached its standard of care hereunder in connection with the act or omission. Subject to obtaining best execution and other applicable law, the Sub-Adviser is hereby authorized to combine orders on behalf of the Fund with orders on behalf of other clients of the Sub-Adviser. The Sub-Adviser shall not be liable for the acts, omissions or other conduct of the Fund’s custodian. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Neither the Sub-Adviser nor any of its directors, officers, employees, agents or affiliates shall not be liable for any losses suffered by the Adviser or the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting (i) from a breach of fiduciary duty or from willful misfeasance, bad faith, gross negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or (ii) from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. Notwithstanding the foregoing, Sub-Adviser shall not be liable for actions taken or non-actions with respect to the performance of services under this Agreement based upon information, instructions or requests given or made to Sub-Adviser by the Adviser or information provided by any of the Fund's custodian, administrator or fund accountant. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Sub- Adviser shall have no responsibility for the Fund’s 's being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s 's failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “"regulated investment company” " under the Code. The With respect to the Segment, the Sub-Adviser shall take all necessary steps to ensure the Fund’s 's ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 8 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the its services under this Agreement. The Neither, the Sub-Adviser nor any of its directors, officers, employees, agents or affiliates shall not be liable for any losses suffered by the Adviser or the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, gross negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues statutes and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The With respect to the Segment, the Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the FundFund (to the extent publicly available or provided by Adviser to Sub-Adviser). Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.

Standard of Care and Liability of Sub-Adviser. (a) The Sub-Adviser shall exercise its best judgment and efforts in rendering the services under this Agreement. The Sub-Adviser shall not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law in connection with the performance of its duties under this Agreement, except for losses resulting from a breach of fiduciary duty or from willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties hereunder of the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates, or from any violations of securities or any other applicable laws, rules, regulations, statues statutes and codes, whether federal or state, by the Sub-Adviser or any of its officers, directors, members, employees, agents or affiliates. (b) In no event will the Sub-Adviser have any responsibility for any portion of the Fund other than the Segment, or for the acts or omissions of the Adviser or any other sub-adviser to the Fund. In particular, the Sub-Adviser shall have no responsibility for the Fund’s being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole or for the Fund’s failing to qualify as a regulated investment company under the Code, if the securities and other holdings of the Segment managed by the Sub-Adviser are such that the Segment would not be in such violation or fail to so qualify if the Segment were deemed a separate series of the Corporation or a separate “regulated investment company” under the Code. The Sub-Adviser shall take all necessary steps to ensure the Fund’s ongoing compliance with the Code, any applicable law or regulation or investment policy or restriction applicable to the Fund. Nothing in this Section 7 shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived.