Limitation of Liability of the Subadviser. Neither the Subadviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the applicable Company, the applicable Fund (at the direction or request of the Subadviser) or the Subadviser in connection with the Subadviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Company or Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Subadviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Company or Fund or from reckless disregard by the Subadviser or any such person of the duties of the Subadviser pursuant to this Agreement.
Limitation of Liability of the Subadviser. The Subadviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Portfolio, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Section 6, the term "Subadviser" shall include directors, officers, partners and employees of the Subadviser as well as the Subadviser itself. The Adviser is expressly made a third party beneficiary of this Agreement, and may enforce any obligations of the Subadviser under this Agreement and recover directly from the Subadviser for any liability the Subadviser may have hereunder.
Limitation of Liability of the Subadviser. The Subadviser shall not be liable for any error of judgment, mistake of law or for any other loss whatsoever suffered by the Trust or the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of the compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Subadviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.
Limitation of Liability of the Subadviser. Neither the Subadviser nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Company, the Fund (at the direction or request of the Subadviser) or the Subadviser in connection with the Subadviser’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Company or the Fund or (ii) any error of fact or mistake of law contained in any report or data provided by the Subadviser, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Company or the Fund or from reckless disregard by the Subadviser or any such person of the duties of the Subadviser pursuant to this Agreement. The Subadviser shall not offer any specific benefit or compensation for the loss to the Adviser, or the Fund as far as the Subadviser has faithfully conducted its duties given to the Subadviser. The Adviser or the Fund shall not demand such benefit or compensation from the Subadviser. However, nothing herein shall constitute a waiver of liability under applicable laws and regulations which may impose liability in certain instances for acts undertaken in good faith. In case any error occurs to the Fund on the process of investment management or related acts, the Subadviser shall take a lead to settle the error to compensate the loss to the Fund and allocate to bear the corresponding amount among responsible parties.
Limitation of Liability of the Subadviser. The Subadviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Portfolio including, without limitation, acts or omissions of any brokers, dealers and custodians, except for willful misfeasance, bad faith or gross negligence in the performance of Subadviser's duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Section 6, the term "Subadviser" shall include directors, officers, partners and employees of the Subadviser as well as the Subadviser itself. The Adviser is expressly made a third party beneficiary of this Agreement, and may enforce any obligations of the Subadviser under this Agreement and recover directly from the Subadviser for any liability the Subadviser may have hereunder.
Limitation of Liability of the Subadviser. The Subadviser shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the execution of Fund transactions for the Fund, except for misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. As used in this Section V, the term “Subadviser” shall include directors, officers and employees of the Subadviser as well as the entity itself. ACTITIVES OF THE SUBADVISER Except as otherwise provided below, the services of the Subadviser to the Adviser are not to be deemed to be exclusive, the Subadviser being free to render investment advisory and/or other services to other parties. It is understood that trustees, officers, employees and holders of interests of the Fund are or may become interested in the Subadviser, as directors, officers, employees, shareholders or otherwise and the directors, officers and employees of the Subadviser are or may become similarly interested in the Fund. Except as otherwise approved in writing by the Advisor, the Subadviser, Xxxx Xxxxxxx or other portfolio manager of the Fund (if any) and any of their respective affiliates will not serve, during the term of this Agreement, as an investment adviser, subadviser, Fund manager or in a similar capacity to any mutual fund which is not within the PROACTIVE Asset Allocation Funds family that has fund characteristics similar to that of the Fund, which fund characteristics are more particularly described in the draft of the Prospectus of the Fund included as part of Post-Effective Amendment No. 12 to the Fund’s registration statement on Form N-1A, a copy of which has been delivered to the Subadviser. The Subadviser shall cause its affiliates to agree in writing to the terms of the immediately preceding sentence.
Limitation of Liability of the Subadviser. The Subadviser shall not be liable for any mistake of judgment or otherwise, except for lack of good faith, provided that nothing herein shall be deemed to protect, or purport to protect, the Subadviser against any liability to the Manager, the Trust or to any shareholder to which the Subadviser would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of its duties hereunder, or by reason of the Subadviser's reckless disregard of its obligations and duties hereunder. As used in this SECTION 9, the term "Subadviser" shall include the Subadviser and/or any of its affiliates and the directors, officers and employees of the Subadviser and/or any of its affiliates. Under no circumstances shall the Subadviser be liable for any loss arising out of any act or omission taken by the custodian, another subadviser, or any other third party who provides services to the Fund, or in respect of any portion of the Fund's assets not managed by the Subadviser pursuant to this Agreement.
Limitation of Liability of the Subadviser. Neither TRP Singapore nor any of its officers, directors, or employees, nor any person performing executive, administrative, trading, or other functions for the Companies, the Funds (at the direction or request of TRP Singapore) or TRP Singapore in connection with the TRP Singapore’s discharge of its obligations undertaken or reasonably assumed with respect to this Agreement, shall be liable for (i) any error of judgment or mistake of law or for any loss suffered by the Companies or Funds or (ii) any error of fact or mistake of law contained in any report or data provided by TRP Singapore, except for any error, mistake or loss resulting from willful misfeasance, bad faith, or gross negligence in the performance of its or his duties on behalf of the Company or Fund or from reckless disregard by TRP Singapore or any such person of the duties of TRP Singapore pursuant to this Agreement.
Limitation of Liability of the Subadviser. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the Subadviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) the Subadviser shall not be subject to liability to the Adviser (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser) or to the Trust (and its officers, directors/trustees, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Trust) for any act or omission in the course of, or connected with, rendering services hereunder, including without limitation, any error of judgment or mistake of law or for any loss suffered by any of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, the Adviser shall indemnify the Subadviser (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Subadviser) from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising from Subadviser’s rendering of services under this Agreement. Notwithstanding any other provision of this Subadvisory Agreement, the Subadviser shall bear no responsibility hereunder for actions taken or not taken by the Subadviser in strict conformity with the specific direction of the Adviser or to comply with the Registration Statement or policies and procedures adopted by the Board.
Limitation of Liability of the Subadviser. The Subadviser shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Manager, the Company or any of its Portfolios in connection with the matters to which this Contract relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption, or sale of any security on behalf of any Portfolio of the Company, except a loss resulting from the willful misfeasance, bad faith or gross negligence of the Subadviser in the performance of its duties or from reckless disregard by it of its obligations and duties under this Contract. Any person, even though also an officer, director, partner, employee, or agent of the Subadviser, who may be or become an officer, director, employee or agent of the Company or the Manager shall be deemed, when rendering services to the Manager, Company or any of its Portfolios or acting in any business of the Manager, Company or any of its Portfolios, to be rendering such services to, or acting solely for, the Manager, the Company or any of its Portfolios and not as an officer, partner, employee, or agent or one under the control or direction of the Subadviser even though paid by the Subadviser.
