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 a mistake of law or error of judgment by the Sub-Adviser or the adoption of any investment policy or the purchase, sale, or retention of any security on the recommendation of the Sub-Adviser, whether or not such 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 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 Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the Adviser or (b) 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 (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 will have no responsibility with respect to any assets of the Fund other than those allocated to the Sub-Adviser and 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 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 Adviser or any authorized representative thereof, and the Adviser agrees to indemnify the Sub-Adviser and hold it harmless from any losses or liabilities from the Sub-Adviser acting in good faith on the basis of such instructions.

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 policy or investment, including the purchase, sale, or retention of any security on the recommendation of by the Sub-Adviseradviser, whether or not such recommendation 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 and/or such other individual, firm, or corporation shall have been selected with due care and selected, in good faith; but nothing herein contained will be construed to protect the Sub-Adviser adviser against any liability to the Investment Adviser, the Fund or its shareholders by reason of: (a) , and the Sub-adviser shall indemnify the Investment Adviser’s causing the Fund to be , against all loss, damage, judgments, fines, amounts paid in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, policies or instruction provided in writing settlement and attorneys fees incurred by the Trust’s Board Investment Adviser by reason of Trustees or the Adviser 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 Agreement (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 FundAgreement. 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 will have no responsibility with respect to any assets of and/or the Fund other than those allocated to Funds. The Investment Adviser shall indemnify and hold harmless the Sub-Adviser adviser and will not be responsible for its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any consequential and indirect damages or any loss all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees 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 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 Adviser or any authorized representative thereof, and the Adviser agrees to indemnify the Sub-Adviser and hold it harmless adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any losses untrue statement of a material fact (or liabilities from 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 acting nor the Sub-adviser shall be obligated to make any indemnification payment in good faith on 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 basis termination of such instructionsthis 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 policy or investment, including the purchase, sale, or retention of any security on the recommendation of by the Sub-Adviseradviser, whether or not such recommendation 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 and/or such other individual, firm, or corporation shall have been selected with due care and selected, in good faith; but nothing herein contained will be construed to protect the Sub-Adviser adviser against any liability to the Investment Adviser, the Fund or its shareholders by reason of: (a) and the Sub-adviser shall indemnify the Investment Adviser’s causing the Fund to be , against all loss, damage, judgments, fines, amounts paid in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, policies or instruction provided in writing settlement and attorneys’ fees incurred by the Trust’s Board Investment Adviser by reason of Trustees or the Adviser 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 Agreement (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 FundAgreement. 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 will have no responsibility with respect to any assets of and/or the Fund other than those allocated to Funds. The Investment Adviser shall indemnify and hold harmless the Sub-Adviser adviser and will not be responsible for its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any consequential and indirect damages or any loss all loss, damage, judgments, fines, amounts paid in settlement and attorneys’ fees 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 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 Adviser or any authorized representative thereof, and the Adviser agrees to indemnify the Sub-Adviser and hold it harmless adviser Indemnified Parties to the extent resulting, in whole or in part, from (i) any losses untrue statement of a material fact (or liabilities from 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 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 acting nor the Sub-adviser shall be obligated to make any indemnification payment in good faith on 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 basis termination of such instructionsthis Agreement.

Standard of Care and Liability of Sub-Adviser. The Sub-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 policy or the purchase, sale, or retention of any security on the recommendation of the Sub-Adviser, whether or not such 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 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 Adviser, the Fund or its shareholders by reason of: (a) the Sub-Adviser’s causing the Fund to be in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s Board of Trustees or the Adviser or (b) 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 (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 will have no responsibility with respect to any assets of the Fund other than those allocated to the Sub-Adviser and 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 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 Adviser or any authorized representative thereof, and the Adviser agrees to indemnify the Sub-Adviser and hold it harmless from any losses or liabilities from the Sub-Adviser acting in good faith on the basis of such instructions.

Standard of Care and Liability of Sub-Adviser. The Sub-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 policy or the purchase, sale, or retention of any security on the recommendation of the Sub-Adviser, whether or not such 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 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 Adviser, the Fund Portfolio or its shareholders by reason of: (a) the Sub-Adviser’s 's causing the Fund 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 Fund’s Portfolio's Prospectus or any written guidelines, policies or instruction provided in writing by the Trust’s 's Board of Trustees or the Adviser or Adviser, (b) the Sub-Adviser’s '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. Notwithstanding the above, nothing in this Agreement (such conduct set out in clauses (a) and (b) under this Section 8, “Disqualifying Conduct”). The Adviser acknowledges that shall require the Sub-Adviser makes no warrantyto be responsible or liable for compliance with applicable laws, express rules, regulations 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 will have no responsibility requirements with respect to any assets of the Fund other than those allocated Portfolio that are not subject to the Sub-Adviser Adviser's management and 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 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 Adviser or any authorized representative thereof, and the Adviser agrees to indemnify the Sub-Adviser and hold it harmless from any losses or liabilities from the Sub-Adviser acting in good faith on the basis of such instructionscontrol.

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 policy or investment, including the purchase, sale, or retention of any security on the recommendation of by the Sub-Adviseradviser, whether or not such recommendation 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 and/or such other individual, firm, or corporation shall have been selected with due care and selected, in good faith; but nothing herein contained will be construed to protect the Sub-Adviser adviser against any liability to the Investment Adviser, the Fund or its shareholders by reason of: (a) , and the Sub-adviser shall indemnify the Investment Adviser’s causing the Fund to be , against all loss, damage, judgments, fines, amounts paid in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Prospectus or any written guidelines, policies or instruction provided in writing settlement and attorneys fees incurred by the Trust’s Board Investment Adviser by reason of Trustees or the Adviser 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 Agreement (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 FundAgreement. 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 will have no responsibility with respect to any assets of and/or the Fund other than those allocated to Funds. The Investment Adviser shall indemnify and hold harmless the Sub-Adviser adviser and will not be responsible for its affiliated persons (the “Sub-adviser Indemnified Parties”) to the fullest extent permitted by law against any consequential and indirect damages or any loss all loss, damage, judgments, fines, amounts paid in settlement and attorneys fees 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 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 Adviser or any authorized representative thereof, and the Adviser agrees to indemnify 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 and hold it harmless from any losses or liabilities from nor the Sub-Adviser acting adviser shall be obligated to make any indemnification payment in good faith on 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 basis termination of such instructionsthis Agreement.