Common use of Trade Errors Clause in Contracts

Trade Errors. The Sub-Advisor will notify the Manager of any Trade Error(s) regardless of materiality promptly upon the discovery such Trade Error(s) by the Sub-Advisor. Notwithstanding Section 5, the Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any loss directly or actually suffered by the Manager or the Fund resulting from Trade Errors due to negligence, willful misfeasance, or disregard of duties of the Sub Advisor specified in the Investment Guidelines or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. For purposes under this Section 6, “Trade Errors” are defined as errors due to (i) erroneous orders by the Sub-Advisor for the Series that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Advisor that result in the purchase or sale of securities for the Series in an unintended amount or price; or (iii) purchases or sales of financial instruments which violate the investment limitations or restrictions disclosed in the Fund’s registration statement and/or imposed by applicable law or regulation (calculated at the Sub-Advisor’s portfolio level), unless otherwise agreed to in writing. Notwithstanding anything to the contrary herein, the Sub Advisor will not be liable for errors that were outside of its control including errors by unaffiliated third party broker dealers or clearing agents.

Trade Errors. The Sub-Advisor will notify the Manager of any Trade Error(s) involving the Allocated Assets, regardless of materiality materiality, promptly upon the discovery such Trade Error(s) by the Sub-Advisor. Notwithstanding Section 5, the Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any loss directly or actually suffered by the Manager or the Fund resulting from Trade Errors due to negligence, willful misfeasance, or disregard of duties of the Sub Advisor specified in the Investment Guidelines or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. For purposes under this Section 6, “Trade Errors” are defined as errors due to (i) erroneous orders by the Sub-Advisor for the Series that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Advisor that result in the purchase or sale of securities for the Series in an unintended amount or price; or (iii) purchases or sales of financial instruments which violate the investment limitations or restrictions disclosed in the Fund’s registration statement and/or imposed by applicable law or regulation (calculated at the Sub-Advisor’s portfolio level), unless otherwise agreed to in writing. Notwithstanding anything to the contrary herein, the Sub Advisor will not be liable for errors that were outside of its control including errors by unaffiliated third party broker dealers or clearing agents.

Trade Errors. The Sub-Advisor will notify the Manager of any Trade Error(s) ), regardless of materiality , promptly upon the discovery of such Trade Error(s) by the Sub-AdvisorAdvisor . Notwithstanding Section 5, the Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any loss directly or actually suffered by the Manager or the Fund resulting from Trade Errors due to negligence, willful misfeasance, or disregard of duties of the Sub Sub-Advisor specified in the Investment Guidelines or any of its directors, officers, employeesemployees , agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliatesaffiliates . For purposes under this Section 6, “"Trade Errors” " are defined as errors due to (i) erroneous orders by the Sub-Sub­ Advisor for the Series Allocated Assets that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Advisor that result in the purchase or sale of securities for the Series Allocated Assets in an unintended amount or price; or (iii) purchases or sales of financial instruments which violate the investment limitations or restrictions disclosed in the Fund’s 's registration statement and/or imposed by applicable law or regulation (calculated at in relation to the Sub-Advisor’s portfolio levelAllocated Assets), unless otherwise agreed to in writing. Notwithstanding anything to the contrary herein, the Sub Advisor will not be liable for errors that were outside of its control including errors by unaffiliated third party broker dealers or clearing agents.

Trade Errors. The SubSub‑Sub-Advisor will notify the Manager of any Trade Error(s) ), regardless of materiality materiality, promptly upon the discovery such Trade Error(s) by the SubSub‑Sub-Advisor. Notwithstanding Section 55 of this Agreement, the SubSub‑Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any loss directly or actually suffered by the Manager or the Fund resulting from Trade Errors due to negligence, willful misfeasance, or disregard of duties of the Sub Advisor specified in the Investment Guidelines Sub‑Sub‑Advisor or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the SubSub‑Sub-Advisor), or affiliates. For purposes under this Section 6, “Trade Errors” are defined as errors due to (i) erroneous orders by the SubSub‑Sub-Advisor for the Series Fund that result in the purchase purchase, sale, or sale (to the extent applicable) origination of securities or other investment instruments that were not intended to be purchased or sold; (ii) erroneous orders by the SubSub‑Sub-Advisor that result in the purchase purchase, sale, or sale (to the extent applicable) origination of securities or other investment instruments for the Series Fund in an unintended amount or price; or (iii) purchases purchases, sales, or sales (to the extent applicable) origination of financial securities or other investment instruments which violate the investment limitations or restrictions disclosed in the Fund’s registration statement and/or imposed by applicable law or regulation (calculated at the Sub-Advisor’s portfolio level), unless otherwise agreed to in writing. Notwithstanding anything to the contrary herein, the Sub Advisor will not be liable for errors that were outside of its control including errors by unaffiliated third party broker dealers or clearing agents.

Trade Errors. The Sub-Advisor will notify the Manager of any Trade Error(s) (as defined below) resulting in discernable net realized losses to the Series, regardless of materiality promptly materiality, as soon as reasonably practicable upon the discovery such Trade Error(s) by the Sub-Advisor. Notwithstanding Section 5, the Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any discernable net realized loss directly or actually suffered by the Manager or the Fund Series resulting from Trade Errors due to negligence, willful misfeasance, or disregard of duties of the Sub Advisor specified in the Investment Guidelines or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. For purposes under this Section 6, “Trade Errors” are defined as errors due to (i) erroneous orders by the Sub-Advisor for the Series that result in the purchase or sale of securities that were not intended to be purchased or sold; (ii) erroneous orders by the Sub-Advisor that result in the purchase or sale over-execution of securities for the Series in an unintended amount or priceSeries; or (iii) purchases or sales of financial instruments which by the Sub-Advisor that violate the investment limitations or restrictions disclosed in the Fund’s Series’ then current registration statement and/or imposed by applicable law or regulation (such limitations or restrictions calculated at on the Sub-Advisor’s portfolio levelAllocated Assets), unless otherwise agreed to in writing. Notwithstanding anything For the avoidance of doubt, reimbursements under this section will be solely for discernable and direct net realized losses incurred by the Series and not for any indirect or consequential losses resulting from a Trade Error (i.e., there will be no reimbursements by the Sub-Advisor for “opportunity costs” to the contrary hereinSeries). In addition, reimbursements under this section will be paid without interest or adjustment for foreign currency movements from the Sub Advisor will not be liable for errors that were outside date of its control including errors by unaffiliated third party broker dealers or clearing agentsthe reimbursable incident.