Common use of Indemnifications Clause in Contracts

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s 's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement 's agreements in this Section 15(a) paragraph shall also extend to any of the Trust’s's, Fund’s, 's and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Corporation against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust Corporation may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a14(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustCorporation, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Corporation's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Corporation of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Corporation may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a14(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustCorporation, be controlled by the Adviser or the TrustCorporation, or be under common control with the Adviser or the Trust Corporation and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a14(a) shall also extend to any of the Trust’sCorporation's, Fund’s's, and Adviser’s 's successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a14(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a14(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a14(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach or alleged breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action or alleged wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sFinancial Services Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach or alleged breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action or alleged wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sHigh Return Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement agreements in this Section 15(a) paragraph shall also extend to any of the Trust’s, Fund’s, ’s and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of Disqualifying Conduct or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Corporation against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust Corporation may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustCorporation, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the TrustCorporation’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Corporation of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Corporation may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustCorporation, be controlled by the Adviser or the TrustCorporation, or be under common control with the Adviser or the Trust Corporation and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the TrustCorporation’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund , be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sHigh Return Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach or alleged breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action or alleged wrongful action by the Sub-Sub- Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sFinancial Services Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sFinancial Services Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sSmall Cap Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) A. The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement agreements in this Section 15(a) paragraph shall also extend to any of the Trust’s, Fund’s, ’s and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sSmall Cap Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’s, Fund’s, 's and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach or alleged breach by the Sub-Sub- Adviser of any provisions of this Agreement or any wrongful action by the Sub-AdviserAgreement; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Sub- Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s Adviser s or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust Fund and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s Adviser s agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sHigh Return Series's, and Adviser’s 's successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach or alleged breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action or alleged wrongful action by the Sub-Sub- Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sHigh Return Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach or alleged breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action or alleged wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Sub- Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sFinancial Services Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Corporation against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust Corporation may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a14(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustCorporation, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the TrustCorporation’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Corporation of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Corporation may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a14(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustCorporation, be controlled by the Adviser or the TrustCorporation, or be under common control with the Adviser or the Trust Corporation and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a14(a) shall also extend to any of the TrustCorporation’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the TrustFund’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-AdviserAdviser that fails to meet the standard of care set out in Section 8 of this Agreement; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage Execution Copy or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Corporation against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust Corporation may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a14(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustCorporation, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the TrustCorporation’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Corporation of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Corporation may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a14(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustCorporation, be controlled by the Adviser or the TrustCorporation, or be under common control with the Adviser or the Trust Corporation and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a14(a) shall also extend to any of the TrustCorporation’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, managers, trustees, directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the material breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser with respect to the Assets, or any materially misleading statement or omission in the Fund’s Prospectus, the Fund’s marketing materials, or any report provided to the Fund’s shareholders that was based upon information expressly provided for that purpose or approved by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a16(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser (or the Trust, as the case may be), shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a16(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a16(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the TrustFund’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund , be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) paragraph shall also extend to any of the Trust’s, Fund’s, ’s and Adviser’s successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’s, Fund’s, 's and Adviser’s 's successors or the successors of the aforementioned affiliates, trusteesdirectors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a16(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a16(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a16(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) to which the Adviser or the Trust may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action breach by the Sub-AdviserAdviser of the standard of care, as set out in Section 8 of the Agreement; provided, however, that the Sub-Adviser shall not be liable under this Section 15(a) in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the Trust, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s or the Trust’s willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust may have at common law or otherwise. The Sub-Adviser’s agreements in this Section 15(a) shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the Trust, be controlled by the Adviser or the Trust, or be under common control with the Adviser or the Trust and their affiliates, trusteesdirectors, officers, employees and agents. The Sub-Adviser’s agreement in this Section 15(a) shall also extend to any of the Trust’s, Fund’s, and Adviser’s successors or the successors of the aforementioned affiliates, trustees/directors, officers, employees or agents.

Indemnifications. (a) The Sub-Adviser agrees to indemnify and hold harmless the Adviser and the Trust Fund against any losses, expenses, claims, damages or liabilities (or actions or proceedings in respect thereof) ), to which the Adviser or the Trust Fund may become subject arising out of or based on the breach by the Sub-Adviser of any provisions of this Agreement or any wrongful action by the Sub-Adviser; provided, however, that the Sub-Sub- Adviser shall not be liable under this Section 15(a) paragraph in respect of any loss, expense, claim, damage or liability to the extent that a court having jurisdiction shall have determined by a final judgment, or independent counsel agreed upon by the Sub-Adviser and the Adviser or the TrustFund, as the case may be, shall have concluded in a written opinion, that such loss, expense, claim, damage or liability resulted primarily from the Adviser’s 's or the Trust’s Fund's willful misfeasance, bad faith or gross negligence or by reason of the reckless disregard by the Adviser or the Trust Fund of its duties. The foregoing indemnification shall be in addition to any rights that the Adviser or the Trust Fund may have at common law or otherwise. The Sub-Adviser’s 's agreements in this Section 15(a) paragraph shall, upon the same terms and conditions, extend to and inure to the benefit of each person who may be deemed to control the Adviser or the TrustFund, be controlled by the Adviser or the TrustFund, or be under common control with the Adviser or the Trust Fund and their affiliates, trustees, officers, employees and agents. The Sub-Adviser’s 's agreement in this Section 15(a) paragraph shall also extend to any of the Trust’sFund's, Fund’sSmall Cap Series', and Adviser’s 's successors or the successors of the aforementioned affiliates, trustees, officers, employees or agents.