Common use of Standard of Care and Liability Clause in Contracts

Standard of Care and Liability. The Sub-SubAdviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser or a reckless disregard of its duties hereunder, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-SubAdviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.

Standard of Care and Liability. The Sub-SubAdviser shall Adviser will exercise its best good faith judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, regulations in rendering the services in accordance with the terms of it agrees to provide under this Agreement. Except as set forth in (b) belowSection 11(b), in the absence of willful misfeasance, bad faith or gross negligence on the part none of the Sub-SubAdviser or a reckless disregard of its duties hereunderAdviser, the Sub-SubAdviser, each any of its affiliates and all or any of the respective partners, officers, Trustees trustees and employees of the Sub-Adviser or any such affiliate (“Affiliates”) and each person, if any, or any person who within the meaning of Section 15 the Securities Act of 1933 (the “1933 Act Act”) controls, is controlled by or is under common control with the Sub-SubAdviser Adviser (“Control Persons”) shall not be liable subject to any liability to the Adviser or the Fund or to any shareholder of the Fund for any error of judgment or or, mistake of law law, or any other act or omission in the course of, or connected with, rendering services hereunder, for any losses that may be sustained in the purchase, holding or sale of any security by the Fund, or as a result of any activities of any other sub-adviser appointed by the Adviser to provide investment management services to the Fund, and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in , provided that nothing herein shall be construed to protect the Sub-Adviser, its Affiliates or any Control Person of the Sub-Adviser against (c1) below, in the absence of such person’s willful misfeasance, bad faith faith, gross negligence, or gross negligence on the part of the SubAdviser or a reckless disregard of its obligations or duties hereunder, or (2) any untrue statement of a material fact (or an omission of such statement) contained in the SubAdviserProspectus, any SAI, Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Sub-Advised Portion or the Sub-Adviser to the extent that such statement was (x) made in reliance on information furnished to the Fund and the Adviser by the Sub-Adviser, its Affiliates or Control Persons and (y) the Sub-Adviser, its Affiliates or Control Persons consented to its disclosure expressly therein. Additionally, each of the Sub-Adviser, its Affiliates and each Control Person of the SubAdviser’s Control PersonsSub-Adviser may consult with legal counsel, if any, accountants and other experts selected by it and shall not be subject to any have no liability to the Sub-SubAdviserAdviser or the Fund or to any shareholder of the Fund for acting or refraining from acting on behalf of the Adviser or the Fund in good faith in reliance upon and in accordance with the advice of such counsel, for any act accountants or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities lawsother experts.

Standard of Care and Liability. The Sub-SubAdviser Subadviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasancemisconduct, bad the lack of good faith or gross negligence on the part of the Sub-SubAdviser Subadviser or a reckless disregard of its duties hereunder, the Sub-SubAdviserSubadviser, each of its affiliates and all respective partners, members, directors, officers, Trustees trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-SubAdviser Subadviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasancemisconduct, bad the lack of good faith or gross negligence on the part of the SubAdviser Adviser or a reckless disregard of its duties hereunder, the SubAdviserAdviser, any of its Affiliates and each of the SubAdviserAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviserSubadviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated AssetsFund assets; provided, however, that nothing herein shall relieve the SubAdviser Adviser and the Sub-SubAdviser Subadviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.

Standard of Care and Liability. (a) The Sub-SubAdviser Adviser shall exercise its best judgmentjudgment in rendering the services provided by it under this Agreement; provided, however that the Sub-Adviser shall not be subject to any liability under this Agreement for any error of judgment or any loss arising out of any investment or other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the performance or non-performance of the Sub-Adviser’s duties hereunder; by reason of reckless disregard by the Sub-Adviser of its duties hereunder; or any violation by the Sub-Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, use reasonable care and act therefore nothing herein shall in any way constitute a manner consistent with applicable federal and state laws and regulations, and waiver or limitation of any rights which the documents and instruments governing Adviser or the Fund, in rendering services in accordance with the terms of this Agreement. Except as set forth in Fund may have under U.S. securities laws. (b) belowThe Adviser acknowledges that the Sub-Adviser does not guarantee, in or provide any warranty or undertaking with respect to, the absence performance, tracking error or profitability of willful misfeasancethe Fund or the Assets. (c) Except as may otherwise be provided under applicable law; including the 1940 Act and the Advisers Act, bad faith neither the Sub-Adviser nor its officers, employees, or gross negligence on agents shall be liable under this Agreement for the part acts, omissions, errors of judgment and/or mistakes of law of the Fund’s custodian or any other person or entity that provides services to the Fund that is not a “control person” of the Sub-SubAdviser or a reckless disregard Adviser. For purposes of its duties hereunderthis Paragraph 7, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (term “Affiliates”) and each control person, if any, who within the meaning of Section 15 of the 1933 Act ” means any natural person or entity that directly or indirectly controls, is controlled by by, or is under common control with the Sub-SubAdviser Adviser. (“Control Persons”d) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s Control Persons, if any, The Adviser shall not be subject to any liability to the Sub-SubAdviser, under this Agreement for any error of judgment or any loss arising out of any investment or other act or omission in the case course of, or connected with, rendering services hereunder or for arising out of any losses that may service to be sustained rendered under this Agreement, except by reason of willful misfeasance, fraud, bad faith or negligence in the purchaseperformance or non-performance of the Adviser’s duties hereunder; by reason of reckless disregard by the Adviser of its duties hereunder; or any violation by the Adviser of any applicable federal or state law or regulation or any duty imposed under federal or state law. The U.S. securities laws impose liabilities under certain circumstances on persons who act in good faith, holding or sale of Allocated Assets; provided, however, that and therefore nothing herein shall relieve the SubAdviser and in any way constitute a waiver or limitation of any rights which the Sub-SubAdviser from any of their obligations Adviser may have under applicable law, including, without limitation, federal and state U.S. securities or commodities laws.

Standard of Care and Liability. The Sub-SubAdviser shall will exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, and the documents and instruments governing the Fund, regulations in rendering the services in accordance with the terms of it agrees to provide under this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser or a reckless disregard of its duties hereunder, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees trustees and employees (such persons, with respect to any of the Adviser, SubAdviser, Sub-SubAdviser, but excluding any fund or other account sponsored, managed or advised by any of them, “Affiliates”) and each person, if any, who within the meaning of Section 15 the Securities Act of 1933 (the “1933 Act Act”) controls, is controlled by or is under common control with the Sub-SubAdviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.

Standard of Care and Liability. The Sub-SubAdviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, regulations and the documents and instruments governing the FundFund applicable to its management of the Allocated Assets, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser or a reckless disregard of its duties hereunder, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (“"Affiliates”") and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-Sub- SubAdviser (“"Control Persons”") shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s 's shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s 's Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.

Standard of Care and Liability. The Sub-SubAdviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, regulations and the documents and instruments governing the FundFund applicable to its management of the Allocated Assets, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser or a reckless disregard of its duties hereunder, the Sub-SubAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-SubAdviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser or a reckless disregard of its duties hereunder, the SubAdviser, any of its Affiliates and each of the SubAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser and the Sub-SubAdviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.

Standard of Care and Liability. The Sub-SubAdviser Adviser shall exercise its best judgment, act in good faith, use reasonable care and act in a manner consistent with applicable federal and state laws and regulations, regulations and the documents and instruments governing the FundFund applicable to its management of the Allocated Assets, in rendering services in accordance with the terms of this Agreement. Except as set forth in (b) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Sub-SubAdviser Adviser or a reckless disregard of its duties hereunder, the Sub-SubAdviserAdviser, each of its affiliates and all respective partners, officers, Trustees and employees (“Affiliates”) and each person, if any, who within the meaning of Section 15 of the 1933 Act controls, is controlled by or is under common control with the Sub-SubAdviser Adviser (“Control Persons”) shall not be liable for any error of judgment or mistake of law and shall not be subject to any expenses or liability to the Adviser, the SubAdviser, the Fund or any of the Fund’s shareholders, in connection with the matters to which this Agreement relates. Except as set forth in (c) below, in the absence of willful misfeasance, bad faith or gross negligence on the part of the SubAdviser Adviser or a reckless disregard of its duties hereunder, the SubAdviserAdviser, any of its Affiliates and each of the SubAdviserAdviser’s Control Persons, if any, shall not be subject to any liability to the Sub-SubAdviserAdviser, for any act or omission in the case of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of Allocated Assets; provided, however, that nothing herein shall relieve the SubAdviser Adviser and the Sub-SubAdviser Adviser from any of their obligations under applicable law, including, without limitation, federal and state securities or commodities laws.