Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement. (b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures. (c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof. (d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. (e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party. (f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 29 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 11 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 7 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Adviser shall exercise reasonable care fully and prudence faithfully discharge all its obligations, duties and responsibilities pursuant to this Agreement, (i) solely in fulfilling the best interest of the Fund and its shareholders, (ii) in good faith and with the due care, skill, prudence, and diligence under the circumstances then prevailing that a prudent, professional fiduciary investment adviser acting in a like capacity, would use in the conduct of an enterprise of a like character and with like aims, and (iii) otherwise in accordance with documents and instruments governing the Fund. For the avoidance of doubt, the Sub-Adviser shall not deliberately use any procedure in discharging its obligations under this Agreementhereunder that it believes is inferior to the procedures employed by it for any other account for which the Sub-Adviser or any of its advisory affiliates discharge obligations (either alone or in conjunction with others) similar to those undertaken by the Sub-Adviser hereunder.
(b) The Sub-Advisor Adviser shall have responsibility not be liable for the accuracy any losses, claims, damages, liabilities or litigation (including legal and completeness (and liability for the lack thereofother expenses) of the statements furnished incurred or suffered by the Sub-Advisor for use by Investment Manager or the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund Trust as a result of any investment made error of judgment by the Sub-Advisor in violation of Section 2 hereof.
(d) Except Adviser with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. Nothing in this AgreementAgreement shall operate or purport to operate in any way to exculpate, in waive or limit the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part liability of the Sub-AdvisorAdviser for, and the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, Adviser shall indemnify and hold harmless the other party and Trust, the shareholdersInvestment Manager, directors, officers, and employees all affiliated persons thereof within the meaning of Section 2(a)(3) of the other party 1940 Act (any such for purposes of this Section 14, “affiliated person, an “Indemnified Party”) and all persons, if any who, within the meaning of the 1933 Act, control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any lossand all losses, liabilityclaims, claimdamages, damage, liabilities or expense litigation (including reasonable legal and other expenses) to which any of the reasonable cost of investigating and defending Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any alleged lossother statute, liabilitylaw, claimrule or regulation, damageat common law or otherwise, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying PartySub-Adviser’s performance responsibilities hereunder (i) to the extent of and as a result of the willful misconduct, bad faith, fraud, negligence or nonbreach of fiduciary duty by the Sub-performance Adviser, any of the Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (ii) as a result of any duties under untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (iii) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the CEA, the Registration Statement and the Board/Investment Manager Procedures, or (iv) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in Section 14(a) of this Agreement, or (v) any breach of this Agreement including without limitation the Investment Guidelines, the Board/Investment Manager Procedures or any representation or warranty contained herein; provided, however, that nothing herein shall be in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect any Indemnified Party such person against any liability to which any such Indemnified Party person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or negligence in the performance of such person’s duties hereunder or by reason of such person’s reckless disregard of obligations and duties under this Agreement.
(c) The Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. If indemnification is Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager’s responsibilities as investment manager of the Fund (i) to the extent of and as a result of the willful misconduct, bad faith, fraud or negligence by the Investment Manager, any of the Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (ii) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be sought hereunderstated therein or necessary to make the statement therein not misleading, then if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Indemnified Party shall promptly notify the Indemnifying Party Sub-Adviser, or any affiliated person of the assertion of any claim Sub-Adviser or other than upon verbal information confirmed by the commencement of any action or proceeding Sub-Adviser in respect thereofwriting; provided, however, that in no case is the failure so Investment Manager’s indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to notify the Indemnifying Party shall not relieve the Indemnifying Party from protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such person’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement.
(d) The Sub-Adviser agrees that for any claim by it may otherwise have to against the Indemnified Party provided such failure shall not affect Fund in a material adverse manner the position of the Indemnifying Party connection with this Agreement or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such electionservices rendered under this Agreement, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed look only to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation assets of the Indemnified Party would present Fund for satisfaction and that it with a conflict shall have no claim against the Trust’s Trustees or the assets of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer portfolios of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 4 contracts
Samples: Sub Advisory Agreement (Goldman Sachs Trust II), Sub Advisory Agreement (Goldman Sachs Trust II), Sub Advisory Agreement (Goldman Sachs Trust II)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, Each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party; provided, however, that this provision shall in now way limit a party’s right to recover under contract law principles.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) a. The Sub-Advisor shall exercise reasonable care and prudence its best judgment in fulfilling rendering the services under this Agreement. The Sub-Advisor shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Advisor, Trust or the Fund or its shareholders in connection with the matters to which this Agreement relates, provided however that no provision of this Agreement shall be deemed to protect the Sub-Advisor against any liability to the Advisor to which it might otherwise be subject by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties or the reckless disregard of its obligations under this Agreement.
(b) b. The Sub-Advisor shall have responsibility for indemnify and hold harmless the accuracy Advisor from and completeness against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and liability for the lack thereofother related expenses) of the statements furnished by resulting from the Sub-Advisor for use by Advisor’s willful misfeasance, bad faith or gross negligence in connection with the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment performance of the Sub-Advisor’s Allocated Portion of obligations under this Agreement, or from the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Advisor’s reckless disregard of its obligations and duties under this Agreement; provided, however, that the Sub-Advisor Advisor’s obligation under this Section 9 shall be liable reduced to the Fund for any loss (including brokerage charges) incurred by extent that the Fund as a result of any investment made claim against, or the loss, liability or damage experienced by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as Advisor, is caused by or is otherwise provided in this Agreement, in directly related to the absence of Advisor’s willful misfeasance, bad faith, faith or gross negligence, or to the reckless disregard of its duties under this Agreement.
c. The Advisor shall indemnify and hold harmless the Sub-Advisor from and against any and all claims, losses, liabilities or damages (including reasonable attorney’s fees and other related expenses) resulting from the Advisor’s willful misfeasance, bad faith or gross negligence in connection with the performance of the Advisor’s obligations under this Agreement, or from the Advisor’s reckless disregard of its obligations and duties hereunder on under this Agreement; provided, however, that the part of Advisor’s obligation under this Section 9 shall be reduced to the extent that the claim against, or the loss, liability or damage experienced by the Sub-Advisor, is caused by or is otherwise directly related to the Sub-Advisor’s own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement.
d. Notwithstanding any other provision of this Agreement, the Sub-Advisor shall not be subject to liability to liable for any loss suffered by the Advisor, the Trust, Trust or the Fund its shareholders caused directly or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security indirectly by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or circumstances beyond the Sub-Advisor’s reasonable control including, from liability in violation without limitation, government actions or restrictions, pandemics or epidemics, state of Sections 17(h) and (i) emergency, exchange or market rulings, suspensions of trading, acts of civil or military authority, national emergencies, labor difficulties, fires, earthquakes, floods or other catastrophes, acts of God, wars, riots or failures of communication.
e. Neither the Investment Company ActSub-Advisor nor the Advisor shall be liable for special, consequential or incidental damages.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Uncommon Investment Funds Trust), Investment Sub Advisory Agreement (Uncommon Investment Funds Trust), Investment Sub Advisory Agreement (Uncommon Investment Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s 's Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, Each party to this Agreement (as an “"Indemnifying Party”"), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 4 contracts
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust), Investment Sub Advisory Agreement (Masters Select Funds Trust), Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, prospectus and the statement of additional information, ) as well as advertising and sales materials) materials that pertain solely to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to any other disclosuresdisclosures made by the Advisor or the Trust in any materials.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(ed) Except as otherwise provided in this Agreement, including without limitation paragraphs Subsection (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party in writing of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it such counsel with a conflict of interest. The provisions of this paragraph 11(eSection 12(d) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(fe) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 3 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Subject to the following paragraph, the Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless unless: (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the any statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor Advisor’s negligence in connection with any investment in the Allocated Portion in violation of Section 2 hereof(a) and (b) above, provided, however, that the Sub-Advisor shall not be liable under this Section 11(c) to the Advisor, the Trust, the Fund, or any shareholder of the Fund for any matter relating to the investment performance of the Allocated Portion.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust), Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereofhereof provided that such loss is judicially determined by a court of competent jurisdiction or through a mutually agreed binding arbitration in New York subject to the rules of the American Arbitration Association (AAA) or JAMS to be a direct result of Sub-Advisor’s willful misfeasance, bad faith or gross negligence in the performance of the obligations or duties hereunder.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard in the performance of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the FundFund or related to any error of judgment or mistake of law by the Sub-Advisor.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, partners and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) directly incurred (“Losses”) by an Indemnified Party to the extent that such Losses are judicially determined by a court of final appeals to be directly arising out of the Indemnifying Party’s (i) material breach of this Agreement or (ii) willful misfeasance, bad faith, gross negligence or reckless disregard in the performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder its obligations or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the preceding sentence, the Indemnified Party may elect to hire counsel at its own expense. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) Notwithstanding anything to the contrary in the Agreement, in no event shall either party to this Agreement (including any of their directors, officers, agents, partners or employees) be liable for any indirect, special, incidental, punitive or consequential damages, even if advised of the possibility thereof.
(g) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 2 contracts
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust), Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Manager shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor Manager and the investment of the Sub-Advisor’s Manager's Allocated Portion of the Fund. The Sub-Advisor Manager shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor Manager shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor Manager in violation of Section 2 hereof.. -6-
(d) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-AdvisorManager, the Sub-Advisor Manager shall not be subject to liability to the Advisor, the Trust, Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the FundFunds.
(e) Except as otherwise provided in Each party to this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the FundTrust, shall indemnify and hold harmless the other party and the shareholders, directors, officers, officers and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, damage or expense expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Indemnified Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 2 contracts
Samples: Sub Advisory Agreement (Masters Concentrated Select Trust), Investment Management Agreement (Masters Select Equity Fund)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereofhereof where such violation amounts to willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement the Advisor and the Trust on behalf of the Fund (each as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the Sub-Advisor and each other party and the shareholders, directors, partners, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liabilityxxxxxxxxx, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Adviser shall exercise reasonable care fully and prudence faithfully discharge all its obligations, duties and responsibilities pursuant to this Agreement, (1) solely in fulfilling the best interest of the Fund and its shareholders, (2) in good faith and with the due care, skill, prudence, and diligence under the circumstances then prevailing that a prudent, professional fiduciary investment adviser acting in a like capacity, would use in the conduct of an enterprise of a like character and with like aims, and (3) otherwise in accordance with documents and instruments governing the Fund. For the avoidance of doubt, the Sub-Adviser shall not deliberately use any procedure in discharging its obligations under this Agreementhereunder that it believes is inferior to the procedures employed by it for any other account for which the Sub-Adviser or any of its advisory affiliates discharge obligations (either alone or in conjunction with others) similar to those undertaken by the Sub-Adviser hereunder.
(b) The Sub-Advisor Adviser shall have responsibility not be liable for the accuracy any losses, claims, damages, liabilities or litigation (including legal and completeness (and liability for the lack thereofother expenses) of the statements furnished incurred or suffered by the Sub-Advisor for use by Investment Manager or the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund Trust as a result of any investment made error of judgment by the Sub-Advisor in violation of Section 2 hereof.
(d) Except Adviser with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. Nothing in this AgreementAgreement shall operate or purport to operate in any way to exculpate, in waive or limit the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part liability of the Sub-AdvisorAdviser for, and the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, Adviser shall indemnify and hold harmless the other party and Trust, the shareholdersInvestment Manager, directors, officers, and employees all affiliated persons thereof within the meaning of Section 2(a)(3) of the other party 1940 Act (any such for purposes of this Section 14, “affiliated person, an “Indemnified Party”) and all persons, if any who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any lossand all losses, liabilityclaims, claimdamages, damage, liabilities or expense litigation (including reasonable legal and other expenses), to which any of the reasonable cost of investigating and defending Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any alleged lossother statute, liabilitylaw, claimrule or regulation, damageat common law or otherwise, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying PartySub-Adviser’s performance responsibilities hereunder (a) to the extent of and as a result of the willful misconduct, bad faith, fraud, negligence or nonbreach of fiduciary duty by the Sub-performance Adviser, any of the Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (b) as a result of any duties under untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (c) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the CEA, the Registration Statement and the Board/Investment Manager Procedures, or (d) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in Section 14(a) of this Agreement, or (e) any breach of this Agreement including without limitation the Investment Guidelines, the Board/Investment Manager Procedures or any representation or warranty contained herein; provided, however, that nothing herein shall be in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect any Indemnified Party such person against any liability to which any such Indemnified Party person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or negligence in the performance of such person’s duties hereunder or by reason of such person’s reckless disregard of obligations and duties under this Agreement.
(c) The Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. If indemnification is Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager’s responsibilities as investment manager of the Fund (a) to the extent of and as a result of the willful misconduct, bad faith, or negligence by the Investment Manager, any of the Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (b) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be sought hereunderstated therein or necessary to make the statement therein not misleading, then if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Indemnified Party shall promptly notify the Indemnifying Party Sub-Adviser, or any affiliated person of the assertion of any claim Sub-Adviser or other than upon verbal information confirmed by the commencement of any action or proceeding Sub-Adviser in respect thereofwriting; provided, however, that in no case is the failure so Investment Manager’s indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to notify the Indemnifying Party shall not relieve the Indemnifying Party from protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such person’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement.
(d) The Sub-Adviser agrees that for any claim by it may otherwise have to against the Indemnified Party provided such failure shall not affect Fund in a material adverse manner the position of the Indemnifying Party connection with this Agreement or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such electionservices rendered under this Agreement, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed look only to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation assets of the Indemnified Party would present Fund for satisfaction and that it with a conflict shall have no claim against the Trust’s Trustees or the assets of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer portfolios of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable external counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of its willful misfeasance, bad faith, or negligence in the performance of its duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
(g) Neither party will be liable for loss of profit, loss of use, loss of revenue, loss of contracts, increased costs and expenses (other than actual costs and expenses directly resulting from conduct covered by this Section 11), wasted expenditure and all special, indirect and consequential losses.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, violation of law or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, the Sub-Advisor shall not be liable to the Advisor, its officers, directors, agents, employees, controlling persons or shareholders, the Fund or to the Trust or its shareholders for (i) any acts of the Advisor or any other sub-advisor to the Fund with respect to the portion of the assets of the Fund not managed by the Sub-Advisor and (ii) acts of the Sub-Advisor which result from or are based upon acts of the Advisor, including, but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by Advisor or any other sub-advisor to the Fund, which records are not also maintained by the Sub-Advisor or, to the extent such records relate to the portion of the assets managed by the Sub-Advisor, otherwise available to the Sub-Advisor upon reasonable request, provided, in all cases, that the liability was not attributable to the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, violation of law or reckless disregard of its obligations or duties hereunder.
(ed) Except as otherwise provided in this Agreement, including without limitation paragraphs paragraph (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed require an Indemnifying Party to protect any indemnify an Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of its willful misfeasance, bad faith, violation of law or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.;
(d) Except as otherwise provided in sub-paragraphs (a) through (c) of this Agreementparagraph 11, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereofany material inaccuracy or incompleteness) of the statements furnished in writing by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereofhereof if such violation was due to the Disabling Conduct (as defined below) of the Sub-Advisor.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder (“Disabling Conduct”) on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, :
(i) each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify indemnity and hold harmless the other party and the shareholders, members, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred incited in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement Agreement, provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such such. Indemnified Party would otherwise be subject by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement; and
(ii) the Advisor and the Trust on behalf of the Fund (each as an Indemnifying Party) shall each further indemnify the Sub-Advisor and each of its shareholders, members, directors, officers and employees (any such person an Indemnified Person) and hold them harmless from, any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising from or in connection with this Agreement or Sub-Advisor’s provision of services thereunder asserted by any third party; provided that such loss, liability, claim, damage or expense (or actions with respect thereto) does not arise out of, and is not based upon, any Disabling Conduct on the part of the Sub-Advisor. For the avoidance of doubt, Sub-Advisor’s indemnification obligations under this Section 12(e) are limited by Sub-Advisor’s limitation of liability set forth in Section 12(d) hereof. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party Pmiy from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party Pmiy or the Indemnified Party Pmiy with respect to such claim. Following such notification, the Indemnifying Party Pmiy may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party Pmiy in a timely manner or (ii) counsel which has been provided by the Indemnifying Party Pmiy reasonably determines that its representation of the Indemnified Party Pmiy would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnifying Pmiy may not settle any action without the approval of the Indemnified Pmiy, which approval shall not be unreasonably withheld. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party pmiy adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act. Further, notwithstanding anything in this Agreement to the country, federal and state securities laws impose liability under certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund, the Trust or the Advisor may have under federal or state securities laws of the United States of America.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Subject to section 11 (d) herein, the Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor expressly for use by the Advisor in the Fund’s current offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, Each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) sustained by the Indemnified Party and arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other Indemnifying party.
(fe) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereofhereof where such violation amounts to willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement the Advisor and the Trust on behalf of the Fund (each as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the Sub-Advisor and each other party and the shareholders, directors, partners, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s 's Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, Each party to this Agreement (as an “"Indemnifying Party”"), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Manager shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor Manager shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor Manager for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor Manager and the investment of the Sub-Advisor’s Manager's Allocated Portion of the Fund. The Sub-Advisor Manager shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-AdvisorManager, the Sub-Advisor Manager shall not be subject to liability to the Advisor, the Trust, Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(ed) Except as otherwise provided in Each party to this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the FundTrust, shall indemnify and hold harmless the other party and the shareholders, directors, officers, officers and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, damage or expense expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Indemnified Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of duties -6- hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(fe) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Management Agreement (Masters Select Equity Fund)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion assets of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any direct loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof. For the avoidance of doubt, the Sub-Advisor shall not be responsible for losses caused by third parties, including any custodian, broker-dealer or from any trading instruction from the Advisor.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure to so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund; provided, however, that the Sub-Advisor shall have no responsibility for material modifications made by the Advisor, the Fund, or their representatives, which render such statements materially inaccurate or incomplete. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Manager shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor Manager shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor Manager for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor Manager and the investment of the Sub-AdvisorManager’s Allocated Portion of the Fund. The Sub-Advisor Manager shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-AdvisorManager, the Sub-Advisor Manager shall not be subject to liability to the Advisor, the Trust, Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(ed) Except as otherwise provided in Each party to this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the FundTrust, shall indemnify and hold harmless the other party and the shareholders, directors, officers, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, damage or expense expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying indemnified Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(fe) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Management Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise Collateral Manager will use reasonable care and prudence in fulfilling performing its obligations under this Agreement. Collateral Manager will not be in violation of this Agreement with respect to any matter as to which it has satisfied its obligation of reasonable care.
(b) The Sub-Advisor shall have responsibility Collateral Manager will be liable for the accuracy Pledgor’s or the Secured Party’s direct damages to the extent they result from Collateral Manager’s fraud, negligence or willful misconduct in performing its duties as set out in this Agreement and completeness to the extent provided in paragraph 4.2(a). Nevertheless, under no circumstances will Collateral Manager be liable for any indirect, incidental, consequential or special damages (and liability for the lack thereofincluding, without limitation, lost profits) of the statements furnished any form incurred by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectusany person or entity, the statement of additional information, advertising whether or not foreseeable and sales materials) that pertain to the Sub-Advisor and the investment regardless of the Sub-Advisor’s Allocated Portion type of the Fund. The Sub-Advisor shall have no responsibility or liability action in which such a claim may be brought, with respect to other disclosuresthe Accounts, the NIB Account, Collateral Manager’s performance under this Agreement, or Collateral Manager’s role as custodian.
(c) The Sub-Advisor Pledgor and Secured party agree, jointly and severally, to indemnify the Indemnitees against, and hold them harmless from, any Liabilities that may be imposed on, incurred by or asserted against any of the Indemnitees in connection with or arising out of (i) Collateral Manager’s performance under this Agreement, provided the Indemnitees have not acted with negligence or engaged in fraud or willful misconduct in connection with the Liabilities in question or (ii) any Indemnitee’s status as a holder of record of the Pledgor’s or Secured Party’s Securities. Nevertheless, Pledgor and Secured Party will not be obligated to indemnify any Indemnitee under the preceding sentence with respect to any Liability for which Collateral Manager is liable under paragraph 4.2(a) of this Agreement. It is expressly understood and agreed that Collateral Manager’s right to indemnification hereunder shall be liable enforceable against Pledgor and Secured Party directly, without any obligation to the Fund first proceed against any third party for any loss (including brokerage charges) incurred by the Fund as a result whom they may act, and irrespective of any investment made by rights or recourse that Secured Party or Pledgor may have against each other or against any such third party. This indemnity shall be a continuing obligation of Pledgor and Secured Party, their respective successors and assigns, notwithstanding the Sub-Advisor in violation termination of Section 2 hereofthis Agreement.
(d) Except The Pledgor and the Secured party agree that Collateral Manager provides no service in relation to, and therefore has no duty or responsibility to: (i) question Instructions or make any suggestions to the Pledgor or the Secured Party or an Authorized Person regarding such Instructions other than as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, paragraph 2.5; (ii) supervise or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party make recommendations with respect to such claim. Following such notification, investments or the Indemnifying retention of Securities; (iii) advise the Pledgor or the Secured Party may elect or an Authorized Person regarding any default in writing to assume the defense payment of such action principal or proceeding and, upon such election, it shall not be liable for income of any legal costs incurred by the Indemnified Party Security; and (other than reasonable costs of investigation previously incurrediv) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory evaluate or report to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor Pledgor or the Sub-AdvisorSecured Party or an Authorized Person regarding the financial condition of any broker, from liability in violation of Sections 17(h) and (i) of the Investment Company Actagent or other party to which Collateral Manager is instructed to deliver Securities or Cash.
Appears in 1 contract
Samples: Control and Custodian Agreement (ETFS Collateralized Commodities Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s 's Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “"Indemnifying Party”"), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “"Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e11 (e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, violation of law or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, the Sub-Advisor shall not be liable to the Advisor, its officers, directors, agents, employees, controlling persons or shareholders, the Fund or to the Trust or its shareholders for (i) any acts of the Advisor or any other sub-advisor to the Fund with respect to the portion of the assets of the Fund not managed by the Sub-Advisor and (ii) acts of the Sub-Advisor which result from or are based upon acts of the Advisor, including, but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by Advisor, which records are not also maintained by the Sub-Advisor or, to the extent such records relate to the portion of the assets managed by the Sub-Advisor, otherwise available to the Sub-Advisor upon reasonable request, provided, in all cases, that the liability was not attributable to the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, violation of law or reckless disregard of its obligations or duties hereunder.
(ed) Except as otherwise provided in this Agreement, including without limitation paragraphs paragraph (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed require an Indemnifying Party to protect any indemnify an Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of its willful misfeasance, bad faith, violation of law or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, violation of law or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. Notwithstanding the foregoing, the Sub-Advisor shall not be liable to the Advisor, its officers, directors, agents, employees, controlling persons or shareholders, the Fund or to the Trust or its shareholders for (i) any acts of the Advisor or any other sub-advisor to the Fund with respect to the portion of the assets of the Fund not managed by the Sub-Advisor and (ii) acts of the Sub-Advisor which result from or are based upon acts of the Advisor, including, but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by Advisor , which records are not also maintained by the Sub-Advisor or, to the extent such records relate to the portion of the assets managed by the Sub-Advisor, otherwise available to the Sub-Advisor upon reasonable request, provided, in all cases, that the liability was not attributable to the Sub-Advisor’s willful misfeasance, bad faith, gross negligence, violation of law or reckless disregard of its obligations or duties hereunder.
(ed) Except as otherwise provided in this Agreement, including without limitation paragraphs paragraph (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed require an Indemnifying Party to protect any indemnify an Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of its willful misfeasance, bad faith, violation of law or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor Advisor’s negligence in connection with any investment in the Allocated Portion in violation of Section 2 (a) and (b) hereof...
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Manager shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor Manager shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished provided by Manager to the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising advertising, and sales materials) that pertain to the Sub-Advisor Manager and the investment of the Sub-Advisor’s Manager's Allocated Portion of the Fund. The Sub-Advisor Manager shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor Manager shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor Manager in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-AdvisorManager, the Sub-Advisor Manager shall not be subject to liability to the Advisor, the Trust, Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, Each party to this Agreement (as an “Indemnifying Party”)Agreement, including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, officers and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Indemnified Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Management Agreement (Masters Select Equity Fund)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectusFund’s Prospectus, the statement Statement of additional informationAdditional Information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder hereunder.
(d) In no event will the Sub-Advisor have any responsibility for any other portfolio of the Trust, for any portion of the Fund not managed by the Sub-Advisor or for the acts or omissions of any losses that may be sustained other investment manager to the Trust or the Fund. In particular, in the purchaseevent the Sub-Adviser manages less than 100% of the Fund’s assets, holding or sale and has managed the Allocated Portion in accordance with Section 2(a) of this Agreement, the Sub-Adviser shall have no responsibility for the Fund being in violation of any security applicable law or regulation, or any investment objective, 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 Internal Revenue Code of 1986, as amended, which result from or are based upon directions or instructions of, or information provided by, the Advisor, including, but not limited to, a failure of the Advisor to provide accurate and current information with respect to any records maintained by the Advisor or any other investment manager to the Fund, which records are not also maintained by the Sub-Advisor or, to the extent such records relate to the Sub-Advisor’s Allocated Portion, otherwise available to the Sub-Advisor upon reasonable request.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of its obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party. The rights of indemnification herein shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise by law and shall survive termination of this Agreement.
(f) No Notwithstanding anything herein to the contrary, no party hereto shall be liable to any other party for any indirect, incidental, consequential, special, exemplary or punitive damages of any nature whatsoever. In addition, no provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e11 (e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor 9.1 Manager shall exercise act in good faith in accordance with reasonable care and prudence professional investment adviser standards. No warranty is given by Manager as to the performance or profitability of the Account or that the investment objectives of the Account will be successfully accomplished. Manager shall not be excluded from liability for losses occasioned by reason of its willful misfeasance, bad faith or gross negligence in fulfilling the performance of its duties, or by reason of its reckless disregard of its obligations and duties hereunder; and nothing in this Agreement shall constitute a waiver or limitation of any rights which Client may have under this Agreement.
(b) The Subapplicable federal or state law, including as applicable, ERISA or the Code. Manager shall not be responsible for any loss incurred by reason of any instruction, act or omission of Client, Intermediary, Custodian, any broker-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility dealer or liability any other authorized representative with respect to other disclosuresthe Account.
(c) The Sub-Advisor 9.2 Under no circumstances shall either party hereto be liable to the Fund other for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the possibility of such damages.
9.3 Manager shall indemnify Client, its affiliates and its controlling persons for any loss (liability and expenses, including brokerage charges) incurred by reasonable fees, howsoever arising from, or in connection with, the Fund material breach of this Agreement or its representations and warranties herein, or as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or its duties hereunder on the part or violation of the Sub-Advisorapplicable law.
9.4 Client shall indemnify Manager, the Sub-Advisor shall not be subject to its affiliates and its controlling persons for any liability to the Advisorand expenses, the Trustincluding reasonable fees, howsoever arising from, or in connection with, breach of this Agreement or its representations and warranties herein, anything done or omitted to be done in good faith reliance on any instruction from the Fund Client or to any shareholder of the Fund for any act or omission in the course ofauthorized representative thereof, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason a result of willful misfeasance, bad faith, or negligence in the performance gross negligence, reckless disregard of its duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Actapplicable law.
Appears in 1 contract
Samples: Investment Management Agreement
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of any material inaccuracies or omissions in the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor Advisor’s negligence in connection with any investment in the Allocated Portion in violation of Section 2 (a) and (b) hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Subject to the following paragraph, the Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Manager shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor Manager shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by Manager to the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor Manager and the investment of the Sub-Advisor’s Manager's Allocated Portion of the Fund. The Sub-Advisor Manager shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor Manager shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor Manager in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-AdvisorManager, the Sub-Advisor Manager shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, Each party to this Agreement (as an “Indemnifying Party”)Agreement, including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Indemnified Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party other party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party other party shall not relieve the Indemnifying Party other -7- party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party other party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party other party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party other party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party other party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Management Agreement (Masters Select Equity Fund)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “‘‘Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) . The Sub-Advisor also shall be liable have no liability for acts or omissions by other sub-advisors to the Fund for any loss (including brokerage charges) incurred by the Fund as a result or acts or omission of any investment made by the Sub-Advisor in violation based on the failure of Section 2 hereofthe Adviser to provide timely information or materials hereunder to the Sub-Advisor.
(db) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(ec) Except as otherwise provided in this Agreement, including without limitation paragraphs paragraph (c) and (db) above, eachthe Advisor, party to this Agreement (as an “Indemnifying Party”), including the Fund and the Trust on behalf of the Fund, Fund shall indemnify and hold harmless the other party Sub-Advisor, its affiliates and the its and their shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) (“Losses”) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement Agreement, provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of a judicial determination of the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(fd) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) . The Sub-Advisor also shall be liable have no liability for acts or omissions by other sub-advisors to the Fund for any loss (including brokerage charges) incurred by the Fund as a result or acts or omission of any investment made by the Sub-Advisor in violation based on the failure of Section 2 hereofthe Adviser to provide timely information or materials hereunder to the Sub-Advisor.
(db) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part paii of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(ec) Except as otherwise provided in this Agreement, including without limitation paragraphs paragraph (c) and (db) above, eachthe Advisor, party to this Agreement (as an “Indemnifying Party”), including the Fund and the Trust on behalf of the Fund, Fund shall indemnify and hold harmless the other party Sub-Advisor, its affiliates and the its and their shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) (“Losses”) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement Agreement, provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of a judicial determination of the Indemnified Party’s willful misfeasance, bad faith, or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(fd) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to disclosures other disclosuresthan the disclosures it provides.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund. The Sub-Advisor shall not be liable for any act or failure by the custodian or any other service provider to which the Sub-Advisor directs transactions or for any act or failure by any other third party. The Sub-Advisor shall not be liable for the actions of any broker, dealer or other service provider it selects so long as the Sub-Advisor acted reasonably in selecting such broker, dealer or other service provider.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement Agreement, provided, however, that nothing herein indemnification shall not be deemed paid hereunder with respect to protect any Indemnified Party against any liability matter to the extent to which such the loss, liability, claim, damage, or expense was determined by a court of competent jurisdiction to have been caused by the Indemnified Party would otherwise be subject by reason of Party’s willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement, and provided further, however, that the Sub-Advisor shall only be required to indemnify and hold harmless an Indemnified Party to the extent the loss, liability, claim, damage, or expense of such Indemnified Party was attributable to the willful misfeasance, bad faith, gross negligence, or reckless disregard of the Sub-Advisor’s obligations or duties hereunder. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. Notwithstanding the foregoing, the Indemnified Party shall be entitled to employ separate counsel at its own expense and, in such event, the Indemnified Party may participate in such defense as it deems necessary. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Adviser shall exercise reasonable care fully and prudence faithfully discharge all its obligations, duties and responsibilities pursuant to this Agreement, (i) solely in fulfilling the best interest of the Fund and its shareholders, (ii) in good faith and with the due care, skill, prudence, and diligence under the circumstances then prevailing that a prudent, professional fiduciary investment adviser acting in a like capacity, would use in the conduct of an enterprise of a like character and with like aims, and (iii) otherwise in accordance with documents and instruments governing the Fund. For the avoidance of doubt, the Sub-Adviser shall not deliberately use any procedure in discharging its obligations under this Agreementhereunder that it believes is inferior to the procedures employed by it for any other account for which the Sub-Adviser or any of its advisory affiliates discharge obligations (either alone or in conjunction with others) similar to those undertaken by the Sub-Adviser hereunder.
(b) The Sub-Advisor Adviser shall have responsibility not be liable for the accuracy any losses, claims, damages, liabilities or litigation (including legal and completeness (and liability for the lack thereofother expenses) of the statements furnished incurred or suffered by the Sub-Advisor for use by Investment Manager or the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund Trust as a result of any investment made error of judgment by the Sub-Advisor in violation of Section 2 hereof.
(d) Except Adviser with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. Nothing in this AgreementAgreement shall operate or purport to operate in any way to exculpate, in waive or limit the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part liability of the Sub-AdvisorAdviser for, and the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, Adviser shall indemnify and hold harmless the other party and Trust, the shareholdersInvestment Manager, directors, officers, and employees all affiliated persons thereof within the meaning of Section 2(a)(3) of the other party 1940 Act (any such for purposes of this Section 15, “affiliated person, an “Indemnified Party”) and all persons, if any who, within the meaning of the 1933 Act, control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any lossand all losses, liabilityclaims, claimdamages, damage, liabilities or expense litigation (including reasonable legal and other expenses) to which any of the reasonable cost of investigating and defending Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any alleged lossother statute, liabilitylaw, claimrule or regulation, damageat common law or otherwise, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying PartySub-Adviser’s performance responsibilities hereunder (i) to the extent of and as a result of the willful misconduct, bad faith, fraud, negligence or nonbreach of fiduciary duty by the Sub-performance Adviser, any of the Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (ii) as a result of any duties under untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (iii) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the CEA, the Registration Statement and the Board/Investment Manager Procedures, or (iv) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in Section 15(a) of this Agreement, or (v) any breach of this Agreement including without limitation the Investment Guidelines, the Board/Investment Manager Procedures or any representation or warranty contained herein; provided, however, that nothing herein shall be in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect any Indemnified Party such person against any liability to which any such Indemnified Party person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or negligence in the performance of such person’s duties hereunder or by reason of such person’s reckless disregard of obligations and duties under this Agreement.
(c) The Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. If indemnification is Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager’s responsibilities as investment manager of the Fund (i) to the extent of and as a result of the willful misconduct, bad faith, fraud or negligence by the Investment Manager, any of the Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (ii) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be sought hereunderstated therein or necessary to make the statement therein not misleading, then if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Indemnified Party shall promptly notify the Indemnifying Party Sub-Adviser, or any affiliated person of the assertion of any claim Sub-Adviser or other than upon verbal information confirmed by the commencement of any action or proceeding Sub-Adviser in respect thereofwriting; provided, however, that in no case is the failure so Investment Manager’s indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to notify the Indemnifying Party shall not relieve the Indemnifying Party from protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such person’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement.
(d) The Sub-Adviser agrees that for any claim by it may otherwise have to against the Indemnified Party provided such failure shall not affect Fund in a material adverse manner the position of the Indemnifying Party connection with this Agreement or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such electionservices rendered under this Agreement, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed look only to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation assets of the Indemnified Party would present Fund for satisfaction and that it with a conflict shall have no claim against the Trust’s Trustees or the assets of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer portfolios of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other asset by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance material breach of any duties under this Agreement Agreement, provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. For the avoidance of doubt, no party shall be responsible for indirect or consequential losses or damages suffered by the Indemnified Party. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party Party, provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Litman Gregory Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Adviser shall exercise expect of the Subadviser, and the Subadviser will give the Adviser the benefit of, the Subadviser’s commercially reasonable care best judgment and prudence efforts in fulfilling rendering its services hereunder. The Subadviser shall not be liable hereunder to the Adviser or the Trust for any mistake of judgment or mistake of law or for any loss arising out of any investment or for any act or omission or in any event whatsoever with respect to the Trust, the Fund or any of the Fund’s shareholders in the absence of bad faith, willful misfeasance or gross negligence in the performance of the Subadviser’s duties or obligations under this Agreement or by reason of the Subadviser’s reckless disregard of its duties and obligations under this Agreement. The Subadviser acknowledges that federal securities laws impose liabilities under certain circumstances on persons who have a fiduciary duty toward their clients and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Adviser or the Trust may have under any federal securities laws.
(b) The Sub-Advisor Subadviser shall have responsibility not be liable to the Adviser or the Trust for the accuracy and completeness any action taken or failure to act in good faith reliance upon: (and liability for the lack thereofi) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility instructions or liability requests, whether oral or written, with respect to other disclosuresthe Fund made to the Subadviser by a duly authorized officer of the Adviser or the Trust; (ii) the advice of counsel to the Trust; and (iii) any written instruction or certified copy of any resolution of the Board.
(c) The Sub-Advisor Subadviser shall not be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Fund for any loss (including brokerage charges) incurred by Subadviser’s employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereofmails, transportation, communication or power supply.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it The Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal costs and other expenses) incurred or suffered by the Indemnified Party (other than reasonable costs Subadviser as a result of investigation previously incurred) any mistake of judgment or mistake of law by the Investment Adviser with respect to the Trust or the Fund, or for any act or omission or in connection therewith, unless any event whatsoever with respect to the Subadviser: (i) in the Indemnifying Party has failed to provide counsel reasonably satisfactory to absence of bad faith, willful misfeasance or gross negligence in the Indemnified Party in a timely manner performance of the Adviser’s duties or obligations under this Agreement, (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation reason of the Indemnified Party would present it with a conflict Adviser’s reckless disregard of interest. The provisions of its duties and obligations under this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverseAgreement, or one (iii) as a result of any untrue statement or alleged untrue statement of a material fact contained in the parties adverseRegistration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the other partyTrust or the Fund, as applicable, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading.
(fe) No provision of The parties hereto acknowledge and agree that the Trust is a third-party beneficiary as to the covenants, obligations, representations and warranties undertaken by the Subadviser under this Agreement shall be construed and as to protect any Trustee or officer the rights and privileges to which the Adviser is entitled pursuant to this Agreement, and that the Trust is entitled to all of the Trust, or officer of the Advisor or the Subrights and privileges associated with such third-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Actparty-beneficiary status.
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Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor Manager shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s 's offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor Manager and the investment -6- of the Sub-Advisor’s Manager's Allocated Portion of the Fund. The Sub-Advisor Manager shall have no responsibility or liability with respect to other disclosures.
(cb) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in this Agreement, in In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-AdvisorManager, the Sub-Advisor Manager shall not be subject to liability to the Advisor, the Trust, Trust or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the FundFunds.
(ec) Except as otherwise provided in Each party to this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the FundTrust, shall indemnify and hold harmless the other party and the shareholders, directors, officers, officers and employees of the other party (any such person, an “"Indemnified Party”") against any loss, liability, claim, damage, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, damage or expense expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Indemnified Party’s 's performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, faith or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(fd) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Management Agreement (Masters Select Equity Fund)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof. Any such loss may be offset by any gain realized in connection with or related to the same transaction.
(d) Except as otherwise provided in this Agreement, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(ei) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, each party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. .
(ii) If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. .
(iii) Advisor shall indemnify and hold harmless Sub-Advisor and its shareholders, directors, officers, and employees against any loss, liability , claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability , claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the actions of any of the investment managers of the Fund other than the Sub-Advisor.
(iv) The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Adviser shall exercise reasonable care fully and prudence faithfully discharge all its obligations, duties and responsibilities pursuant to this Agreement, (i) solely in fulfilling the best interest of the Fund and its shareholders, (ii) in good faith and with the due care, skill, prudence, and diligence under the circumstances then prevailing that a prudent, professional fiduciary investment adviser acting in a like capacity, would use in the conduct of an enterprise of a like character and with like aims, and (iii) otherwise in accordance with documents and instruments governing the Fund. For the avoidance of doubt, the Sub-Adviser shall not deliberately use any procedure in discharging its obligations hereunder that it believes is inferior to the procedures employed by it for any other similarly situated account for which the Sub-Adviser or any of its advisory affiliates discharge obligations (either alone or in conjunction with others) similar to those undertaken by the Sub-Adviser hereunder, except if there is a good faith basis, consistent with the standard of care under this AgreementSection 14(a), for the use of the procedure.
(b) The Sub-Advisor Adviser shall have responsibility not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the accuracy and completeness (and liability for Investment Manager or the lack thereof) Trust or any of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials Investment Manager Indemnitees (including the prospectus, the statement of additional information, advertising and sales materialsas defined below) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made error of judgment by the Sub-Advisor in violation of Section 2 hereof.
(d) Except Adviser with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. Nothing in this AgreementAgreement shall operate or purport to operate in any way to exculpate, in waive or limit the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part liability of the Sub-AdvisorAdviser for, and the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, Adviser shall indemnify and hold harmless the other party and Trust, the shareholdersInvestment Manager, directors, officers, and employees all affiliated persons thereof within the meaning of Section 2(a)(3) of the other party 1940 Act (any such for purposes of this Section 14, “affiliated person, an “Indemnified Party”) and all persons, if any who, within the meaning of the 1933 Act, control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any lossand all losses, liabilityclaims, claimdamages, damage, liabilities or expense litigation (including reasonable and documented legal and other expenses) to which any of the reasonable cost of investigating and defending Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any alleged lossother statute, liabilitylaw, claimrule or regulation, damageat common law or otherwise, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying PartySub-Adviser’s performance responsibilities hereunder (i) to the extent of and as a result of the willful misconduct, bad faith, fraud, negligence or nonbreach of fiduciary duty by the Sub-performance Adviser, any of the Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (ii) as a result of any duties under untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (iii) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the CEA, the Registration Statement and the Board/Investment Manager Procedures, or (iv) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in Section 14(a) of this Agreement, or (v) any breach of this Agreement including without limitation the Investment Guidelines, the Board/Investment Manager Procedures or any representation or warranty contained herein; provided, however, that nothing herein shall be in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect any Indemnified Party such person against any liability to which any such Indemnified Party person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or negligence in the performance of such person’s duties hereunder or by reason of such person’s reckless disregard of obligations and duties under this Agreement. If indemnification is Notwithstanding the foregoing, the Sub-Adviser shall bear no responsibility hereunder for actions taken or not taken by the Sub-Adviser in strict conformity with the specific direction of the Investment Manager. In addition, by way of clarification, the Sub-Adviser shall bear no responsibility hereunder for any acts or omissions of any other adviser or sub-adviser to the Fund with respect to any portion of the assets of the Fund or the Trust not managed by the Sub-Adviser.
(c) The Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser or any of the Sub-Adviser Indemnitees (as defined below) as a result of any error of judgment or mistake of law by the Investment Manager with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any (collectively, “Sub-Adviser Indemnitees”), against any and all losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses), to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager’s responsibilities as investment manager of the Fund (i) to the extent of and as a result of the willful misconduct, bad faith, fraud or negligence by the Investment Manager, any of the Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (ii) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be sought hereunderstated therein or necessary to make the statement therein not misleading, then if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Indemnified Party shall promptly notify the Indemnifying Party Sub-Adviser, or any affiliated person of the assertion of any claim Sub-Adviser or other than upon verbal information confirmed by the commencement of any action or proceeding Sub-Adviser in respect thereofwriting; provided, however, that in no case is the failure so Investment Manager’s indemnity in favor of any Sub-Adviser Indemnitee deemed to notify the Indemnifying Party shall not relieve the Indemnifying Party from protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such person’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement.
(d) The Sub-Adviser agrees that for any claim by it may otherwise have to against the Indemnified Party provided such failure shall not affect Fund in a material adverse manner the position of the Indemnifying Party connection with this Agreement or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such electionservices rendered under this Agreement, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed look only to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation assets of the Indemnified Party would present Fund for satisfaction and that it with a conflict shall have no claim against the Trust’s Trustees or the assets of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer portfolios of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
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Standard of Care, Liability and Indemnification. (a) The Sub-Advisor Adviser shall exercise reasonable care fully and prudence faithfully discharge all its obligations, duties and responsibilities pursuant to this Agreement, (i) solely in fulfilling the best interest of the Fund and its shareholders, (ii) in good faith and with the due care, skill, prudence, and diligence under the circumstances then prevailing that a prudent, professional fiduciary investment adviser acting in a like capacity, would use in the conduct of an enterprise of a like character and with like aims, and (iii) otherwise in accordance with documents and instruments governing the Fund. For the avoidance of doubt, the Sub-Adviser shall not deliberately use any procedure in discharging its obligations under this Agreementhereunder that it believes is inferior to the procedures employed by it for any other account for which the Sub-Adviser or any of its advisory affiliates discharge obligations (either alone or in conjunction with others) similar to those undertaken by the Sub-Adviser hereunder.
(b) The Sub-Advisor Adviser shall have responsibility not be liable for the accuracy any losses, claims, damages, liabilities or litigation (including legal and completeness (and liability for the lack thereofother expenses) of the statements furnished incurred or suffered by the Sub-Advisor for use by Investment Manager or the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund Trust as a result of any investment made error of judgment by the Sub-Advisor in violation of Section 2 hereof.
(d) Except Adviser with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. Nothing in this AgreementAgreement shall operate or purport to operate in any way to exculpate, in waive or limit the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part liability of the Sub-AdvisorAdviser for, and the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, Adviser shall indemnify and hold harmless the other party and Trust, the shareholdersInvestment Manager, directors, officers, and employees all affiliated persons thereof within the meaning of Section 2(a)(3) of the other party 1940 Act (any such for purposes of this Section 14, “affiliated person, an “Indemnified Party”) and all persons, if any who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any lossand all losses, liabilityclaims, claimdamages, damage, liabilities or expense litigation (including reasonable legal and other expenses) to which any of the reasonable cost of investigating and defending Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any alleged lossother statute, liabilitylaw, claimrule or regulation, damageat common law or otherwise, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying PartySub-Adviser’s performance responsibilities hereunder (i) to the extent of and as a result of the willful misconduct, bad faith, fraud, negligence or nonbreach of fiduciary duty by the Sub-performance Adviser, any of the Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the Sub-Adviser, or (ii) as a result of any duties under untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the Investment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (iii) to the extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the CEA, the Registration Statement and the Board/Investment Manager Procedures, or (iv) as a result of any failure by the Sub-Adviser to exercise the standard of care set forth in Section 14(a) of this Agreement, or (v) any breach of this Agreement including without limitation the Investment Guidelines, the Board/Investment Manager Procedures or any representation or warranty contained herein; provided, however, that nothing herein shall be in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect any Indemnified Party such person against any liability to which any such Indemnified Party person would otherwise be subject by reason of willful misfeasancemisconduct, bad faith, faith or negligence in the performance of such person’s duties hereunder or by reason of such person’s reckless disregard of obligations and duties under this Agreement.
(c) The Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager with respect to the Fund, except as may otherwise be provided by the 1940 Act or any other federal securities or commodities law and except as provided below. If indemnification is Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, any affiliated person of the Sub-Adviser and each controlling person of the Sub-Adviser, if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, the Internal Revenue Code, the CEA, under any other statute, law, rule or regulation, at common law or otherwise, arising out of the Investment Manager’s responsibilities as investment manager of the Fund (i) to the extent of and as a result of the willful misconduct, bad faith, or negligence by the Investment Manager, any of the Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the Investment Manager, or (ii) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be sought hereunderstated therein or necessary to make the statement therein not misleading, then if such a statement or omission was made other than in reliance upon and in conformity with written information furnished by the Indemnified Party shall promptly notify the Indemnifying Party Sub-Adviser, or any affiliated person of the assertion of any claim Sub-Adviser or other than upon verbal information confirmed by the commencement of any action or proceeding Sub-Adviser in respect thereofwriting; provided, however, that in no case is the failure so Investment Manager’s indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to notify the Indemnifying Party shall not relieve the Indemnifying Party from protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such person’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement.
(d) The Sub-Adviser agrees that for any claim by it may otherwise have to against the Indemnified Party provided such failure shall not affect Fund in a material adverse manner the position of the Indemnifying Party connection with this Agreement or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such electionservices rendered under this Agreement, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed look only to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation assets of the Indemnified Party would present Fund for satisfaction and that it with a conflict shall have no claim against the Trust’s Trustees or the assets of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer portfolios of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Standard of Care, Liability and Indemnification. (a) The Sub-Advisor shall exercise reasonable care and prudence in fulfilling its obligations under this Agreement.
(b) The Sub-Advisor shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements furnished by the Sub-Advisor for use by the Advisor in the Fund’s offering materials (including the prospectus, the statement of additional information, advertising and sales materials) that pertain to the Sub-Advisor and the investment of the Sub-Advisor’s Allocated Portion of the Fund. The Sub-Advisor shall have no responsibility or liability with respect to other disclosures.
(c) The Sub-Advisor shall be liable to the Fund for any loss (including brokerage charges) incurred by the Fund as a result of any investment made by the Sub-Advisor in violation of Section 2 hereof.
(d) Except as otherwise provided in sub-paragraphs (a) through (c) of this Agreementparagraph 11, in the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust, or the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund.
(e) Except as otherwise provided in this Agreement, including without limitation paragraphs (c) and (d) above, each, party to this Agreement (as an “Indemnifying Party”), including the Trust on behalf of the Fund, shall indemnify and hold harmless the other party and the shareholders, directors, officers, and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage, or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage, or expense and reasonable counsel fees incurred in connection therewith) arising out of the Indemnifying Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. If indemnification is to be sought hereunder, then the Indemnified Party shall promptly notify the Indemnifying Party of the assertion of any claim or the commencement of any action or proceeding in respect thereof; provided, however, that the failure so to notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may otherwise have to the Indemnified Party provided such failure shall not affect in a material adverse manner the position of the Indemnifying Party or the Indemnified Party with respect to such claim. Following such notification, the Indemnifying Party may elect in writing to assume the defense of such action or proceeding and, upon such election, it shall not be liable for any legal costs incurred by the Indemnified Party (other than reasonable costs of investigation previously incurred) in connection therewith, unless (i) the Indemnifying Party has failed to provide counsel reasonably satisfactory to the Indemnified Party in a timely manner or (ii) counsel which has been provided by the Indemnifying Party reasonably determines that its representation of the Indemnified Party would present it with a conflict of interest. The provisions of this paragraph 11(e) shall not apply in any action where the Indemnified Party is the party adverse, or one of the parties adverse, to the other party.
(f) No provision of this Agreement shall be construed to protect any Trustee or officer of the Trust, or officer of the Advisor or the Sub-Advisor, from liability in violation of Sections 17(h) and (i) of the Investment Company Act.
Appears in 1 contract
Samples: Investment Sub Advisory Agreement (Masters Select Funds Trust)