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 suffered by the Manager or the Fund resulting from Trade Errors due to negligence, misfeasance, or disregard of duties of the Sub Advisor 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. With respect only to the such errors noted in (i) and (ii) above, Trade Errors are limited to mistakes in the trading process (i.e., errors in order execution that occur after the order is created and submitted by the investment management process) and do not include errors in the investment research process, operations or accounting such as errors caused by human or technological errors in the ranking or analysis of securities, cybersecurity breaches, or human error in entering data into a research database.

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 suffered by the Manager or the Fund resulting from Trade Errors due to negligence, misfeasance, or disregard of duties of the Sub Advisor 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 's registration statement and/or imposed by applicable law or regulation (calculated at the Sub-Advisor’s 's portfolio level), unless otherwise agreed to in writing. With respect only to the such errors noted in (i) and (ii) above, Trade Errors are limited to mistakes in the trading process (i.e., errors in order execution that occur after the order is created and submitted by the investment management process) and do not include errors in the investment research process, operations or accounting such as errors caused by human or technological errors in the ranking or analysis of securities, cybersecurity breaches, or human error in entering data into a research database.

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-Advisor. Notwithstanding Section 5, the Sub-Advisor shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager or the Fund resulting from Trade Errors due to negligence, misfeasance, or disregard of duties of the Sub Advisor or any of its directors, officers, employees, agents (excluding any broker-dealer selected by the Sub-Advisor), or affiliates. Any gains that occur due to a Trade Error shall be retained by the Fund. 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. With respect only to the such errors noted in (i) and (ii) above, Trade Errors are limited to mistakes in the trading process (i.e., errors in order execution that occur after the order is created and submitted by the investment management process) and do not include errors in the investment research process, operations or accounting such as errors caused by human or technological errors in the ranking or analysis of securities, cybersecurity breaches, or human error in entering data into a research database.