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

Standard of Care and Liability of Sub-Adviser. The Sub-adviser will not be liable for any loss sustained by reason of the adoption of any investment, including the purchase, sale, or retention of any security by the Sub-adviser, whether or not such purchase, sale or retention shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or such other individual, firm, or corporation shall have been selected, in good faith; but nothing herein contained will be construed to protect the Sub-adviser against any liability to the Investment Adviser, , and the Sub-adviser shall indemnify the Investment Adviser, against all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Investment Adviser by reason of the Sub-adviser’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. The Sub-adviser shall not be held responsible or liable for any services performed (or failure to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser and its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Sub-adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviser’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. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreement.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser Adviser will not be liable for any loss sustained by reason of a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment, including investment policy or the purchase, sale, or retention of any security by on the recommendation of the Sub-adviserAdviser, whether or not such purchase, sale or retention recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or and such other individual, firm, or corporation shall have been selected, selected with due care and in good faith; but nothing herein contained will be construed to protect the Sub-adviser Adviser against any liability to the Investment Adviser, , and the Fund or its shareholders by reason of: (a) the Sub-adviser shall indemnify Adviser’s causing the Investment AdviserFund to be in violation of any applicable federal or state law, against all lossrule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, damage, judgments, fines, amounts paid policies or instruction provided in settlement and attorneys fees incurred writing by the Investment Trust’s Board of Trustees or the Adviser by reason of or (b) the Sub-adviserAdviser’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 AgreementAgreement (such conduct set out in clauses (a) and (b) under this Section 8, “Disqualifying Conduct”). The Adviser acknowledges that the Sub-Adviser makes no warranty, express or implied, as to the performance or profitability of the Assets of the success of any investment strategy implemented by Sub-Adviser on behalf of the Fund. The Sub-adviser shall not be held responsible or liable for Adviser will have no responsibility with respect to any services performed (or failure assets of the Fund other than those allocated to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser Adviser and its affiliated persons (will not be responsible for any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer, the “custodian or any other third party or authorized representative with respect to the Fund. The Sub-adviser Indemnified Parties”) Adviser will have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from the fullest extent permitted by law against Adviser or any authorized representative thereof, and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Adviser agrees to indemnify the Sub-adviser Indemnified Parties to the extent resulting, in whole Adviser and hold it harmless from any losses or in part, liabilities from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviser’s willful misfeasance, bad Adviser acting in good faith or gross negligence in on the performance basis of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreementinstructions.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser will not be liable for any loss sustained by reason of the adoption of any investment, including the purchase, sale, or retention of any security by the Sub-adviser, whether or not such purchase, sale or retention shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or such other individual, firm, or corporation shall have been selected, in good faith; but nothing herein contained will be construed to protect the Sub-adviser against any liability to the Investment Adviser, , and the Sub-adviser shall indemnify the Investment Adviser, against all loss, damage, judgments, fines, amounts paid in settlement and attorneys attorneys’ fees incurred by the Investment Adviser by reason of the Sub-adviser’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. The Sub-adviser shall not be held responsible or liable for any services performed (or failure to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser and its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and attorneys attorneys’ fees incurred by the Sub-adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds Fund disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviser’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. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreement.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser Adviser will not be liable for any loss sustained by reason of a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment, including investment policy or the purchase, sale, or retention of any security by on the recommendation of the Sub-adviserAdviser, whether or not such purchase, sale or retention recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or and such other individual, firm, or corporation shall have been selected, selected with due care and in good faith; but nothing herein contained will be construed to protect the Sub-adviser Adviser against any liability to the Investment Adviser, , and the Fund or its shareholders by reason of: (a) the Sub-adviser shall indemnify Adviser’s causing the Investment AdviserFund to be in material violation of any applicable federal or state law, against all lossrule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, damage, judgments, fines, amounts paid policies or instruction provided in settlement and attorneys fees incurred writing by the Investment Trust’s Board of Trustees or the Adviser by reason of or (b) the Sub-adviserAdviser’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 AgreementAgreement (such conduct set out in clauses (a) and (b) under this Section 8, “Disqualifying Conduct”). The Sub-adviser shall not be held responsible or liable for Adviser will have no responsibility with respect to any services performed (or failure assets of the Fund other than those allocated to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser Adviser and its affiliated persons (will not be responsible for any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer, the “custodian or any other third party or authorized representative with respect to the Fund. The Sub-adviser Indemnified Parties”) Adviser will have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from the fullest extent permitted by law against Adviser or any authorized representative thereof, and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Adviser agrees to indemnify the Sub-adviser Indemnified Parties to the extent resulting, in whole Adviser and hold it harmless from any losses or in part, liabilities from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviser’s willful misfeasance, bad Adviser acting in good faith or gross negligence in on the performance basis of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreementinstructions.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser Adviser will not be liable for any loss sustained by reason of a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment, including investment policy or the purchase, sale, or retention of any security by on the recommendation of the Sub-adviserAdviser, whether or not such purchase, sale or retention recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or and such other individual, firm, or corporation shall have been selected, selected with due care and in good faith; but nothing herein contained will be construed to protect the Sub-adviser Adviser against any liability to the Investment Adviser, , and the Fund or its shareholders by reason of: (a) the Sub-adviser shall indemnify Adviser’s causing the Investment AdviserFund to be in violation of any applicable federal or state law, against all lossrule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, damage, judgments, fines, amounts paid policies or instruction provided in settlement and attorneys fees incurred writing by the Investment Trust’s Board of Trustees or the Adviser by reason of or (b) the Sub-adviserAdviser’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 AgreementAgreement (such conduct set out in clauses (a) and (b) under this Section 8, “Disqualifying Conduct”). The Adviser acknowledges that the Sub-Adviser makes no EXECUTION COPY warranty, express or implied, as to the performance or profitability of the Assets of the success of any investment strategy implemented by Sub-Adviser on behalf of the Fund. The Sub-adviser shall not be held responsible or liable for Adviser will have no responsibility with respect to any services performed (or failure assets of the Fund other than those allocated to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser Adviser and its affiliated persons (will not be responsible for any consequential and indirect damages or any loss incurred by reason of any act or omission of any broker or dealer, the “custodian or any other third party or authorized representative with respect to the Fund. The Sub-adviser Indemnified Parties”) Adviser will have no responsibility for any loss resulting from anything done or omitted to be done in good faith reliance on any written instructions from the fullest extent permitted by law against Adviser or any authorized representative thereof, and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Adviser agrees to indemnify the Sub-adviser Indemnified Parties to the extent resulting, in whole Adviser and hold it harmless from any losses or in part, liabilities from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviser’s willful misfeasance, bad Adviser acting in good faith or gross negligence in on the performance basis of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreementinstructions.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser will not be liable for any loss sustained by reason of the adoption of any investment, including the purchase, sale, or retention of any security by the Sub-adviser, whether or not such purchase, sale or retention shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or such other individual, firm, or corporation shall have been selected, in good faith; but nothing herein contained will be construed to protect the Sub-adviser against any liability to the Investment Adviser, , and the Sub-adviser shall indemnify the Investment Adviser, against all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Investment Adviser by reason of the Sub-adviser’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. The Sub-adviser shall not be held responsible or liable for any services performed (or failure to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser and its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Sub-adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-Sub- adviser’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. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreement.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser will not be liable for any loss sustained by reason of the adoption of any investment, including the purchase, sale, or retention of any security by on the recommendation of the Sub-adviser, whether or not such purchase, sale or retention recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or such other individual, firm, or corporation shall have been selected, with due care and in good faith; but nothing herein contained will be construed to protect the Sub-adviser against any liability to the Investment Adviser, the Funds or its shareholders, and the Sub-adviser shall indemnify the Investment Adviser, its affiliated persons and the Funds (the “Adviser Indemnified Persons”) against all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Investment any Adviser Indemnified Person by reason of the Sub-adviser’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. The Sub-adviser shall not be held responsible or liable for any services performed (or failure to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser and its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Sub-adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviserInvestment Adviser’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. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreement.

Standard of Care and Liability of Sub-Adviser. The Sub-adviser Adviser will not be liable for any loss sustained by reason of the adoption of any investment, including investment policy or the purchase, sale, or retention of any security by on the recommendation of the Sub-adviserAdviser, whether or not such purchase, sale or retention recommendation shall have been based upon its own investigation and research or upon investigation and research made by any other individual, firm or corporation, if such recommendation shall have been made and/or and such other individual, firm, or corporation shall have been selected, selected with due care and in good faith; but nothing herein contained will be construed to protect the Sub-adviser Adviser against any liability to the Investment Adviser, , and the Portfolio or its shareholders by reason of: (a) the Sub-adviser shall indemnify Adviser's causing the Investment Assets in the Portfolio to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Portfolio's Prospectus or any written guidelines, policies or instruction provided in writing by the Trust's Board of Trustees or the Adviser, against all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Investment Adviser by reason of (b) the Sub-adviser’s Adviser's causing the Assets in the Portfolio to fail to satisfy the requirements of Subchapter M and/or Section 817(h) of the Code, or (c) the Sub-Adviser'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. The Notwithstanding the above, nothing in this Agreement shall require the Sub-adviser shall not Adviser to be held responsible or liable for compliance with applicable laws, rules, regulations or requirements with respect to any services performed (or failure assets of the Portfolio that are not subject to provide services) by any other sub-adviser providing services to the Investment Adviser and/or the Funds. The Investment Adviser shall indemnify and hold harmless the Sub-adviser Adviser's management and its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any and all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees incurred by the Sub-adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any untrue statement of a material fact (or any omission of a material fact required to be stated necessary to make such disclosure not misleading) contained in each Fund’s registration statement or other Funds disclosure documents (including marketing collateral), which statement was not provided in writing by Sub-adviser expressly for inclusion in such documents, or (ii) except to the extent of the Sub-adviser’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. Neither the Investment Adviser nor the Sub-adviser shall be obligated to make any indemnification payment in respect of any settlement as to which it has not been notified and consented, such consent not to be unreasonably withheld. This Section 6 shall survive the termination of this Agreementcontrol.