Common use of Adviser Clause in Contracts

Adviser. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law, if the losses or claims arise out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager or the Trust by an Adviser Indemnitees for use therein.

Adviser. Except as may otherwise be provided by the Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), the Manager and the Trust Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment or judgment, mistake of law law, or other action or omission by the Manager with respect to the Allocated PortionAdviser; provided, except however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager Adviser for, and the Manager Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, “Sub-Adviser Indemnitees”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the Investment Company Act, the Advisers Act, Act or under any other statute, or at common lawlaw or otherwise, if the losses or claims arise arising out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Portfolio Fund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Manager which Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Manager Adviser or the Trust by an the Sub-Adviser Indemnitees for use thereinIndemnitees; provided, however, that Sub-Adviser has had a reasonable opportunity to review the relevant Prospectus, proxy materials, reports, advertisements, sales literature or other materials.

Adviser. Except as may otherwise be provided by the Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), the Manager and the Trust Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorneys’ fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment or judgment, mistake of law law, or other action or omission by the Manager with respect to the Allocated PortionAdviser; provided, except however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager Adviser for, and the Manager Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (within the meaning of as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, “Sub-Adviser Indemnitees”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Securities Act, the Investment Company Act, the Advisers Act, Act or under any other statute, or at common lawlaw or otherwise, if the losses or claims arise arising out of or are based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, or other materials pertaining regulatory filings of or for the Fund(s) or the Trust, and quarterly fact sheets for the Fund(s) to the Portfolio extent the Adviser had the opportunity to review prior to its use or dissemination, or the omission to state therein a material fact known to the Manager which Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Manager Adviser or the Trust by an the Sub-Adviser Indemnitees for use thereinIndemnitees.

Adviser. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Manager and the Trust Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which Subadviser, any affiliated persons thereof (within the meaning of the Adviser Indemnitees ▇▇▇▇ ▇▇▇) and any controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, Subadviser Indemnities) may become subject under the 1933 Act, the Investment Company 1940 Act, the Advisers Act, or under any other statute, at common law, if the losses law or claims arise otherwise arising out of or are based on (i) any gross negligence, willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Manager by Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio Funds or the omission to state therein a material fact known to the Manager Adviser which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished by Subadviser or Subadviser Indemnitiees in writing to the Manager Adviser or the Trust Trust. Adviser shall indemnify and hold harmless Subadviser Indemnities for any and all such losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses); provided, however, that in no case is Adviser's indemnity hereunder deemed to protect a person against any liability to which any such person would otherwise be subject by an Adviser Indemnitees for use thereinreason of willful misconduct, bad faith or gross negligence in the performance of its duties under this Agreement.