Common use of Liability of Sub-Advisor Clause in Contracts

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, members, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager, the Fund or its shareholders resulting from any error of judgment made in the good faith exercise of the Sub-Advisor's duties under this Agreement or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents or affiliates. The Sub-Advisor is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Manager the Fund or the Series. The Manager shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Manager and the Series and is included herein as Appendix B. The Manager may amend such Exhibit B from time to time by written notice to the Sub-Advisor. The Manager shall continue to rely upon these instructions until notified by the Manager to the contrary.

Liability of Sub-Advisor. Neither the Sub-Advisor nor any of its directors, members, officers, employees, agents or affiliates shall be liable to the Manager, the Fund or its shareholders for any loss suffered by the Manager, the Fund or its shareholders resulting from any error of judgment made in the good faith exercise of the Sub-Sub- Advisor's duties under this Agreement or as a result of the failure by the Manager or any of its affiliates to comply with the terms of this Agreement except for losses resulting from willful misfeasance, bad faith or gross negligence of, or from reckless disregard of, the duties of the Sub-Advisor or any of its directors, officers, employees, agents or affiliates. The Sub-Advisor is expressly authorized to rely upon any and all instructions, approvals and notices given on behalf of the Manager the Fund or the Series. The Manager shall provide a Secretary Certificate, Incumbency Certificate, or similar document indicating that the persons designated as representatives have the authority to bind the Manager and the Series and is included herein as Appendix B. The Manager may amend such Exhibit B from time to time by written notice to the Sub-Advisor. The Manager shall continue to rely upon these instructions until notified by the Manager to the contrary.