Common use of LIABILITY OF THE SUB-ADVISER Clause in Contracts

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, bad faith, gross negligence, guideline or reckless disregard of obligations restriction set forth in the Registration Statement or duties hereunder on as approved by the part of Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or loss resulting from breach source of fiduciary duty, income requirements of Subchapter M of the Sub-Adviser shall not be liable for any act or omission Code) (the investments described in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed this subsection (b) collectively are referred to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. as "Improper Investments"). (c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser Trust within the meaning of Section 15 of the 1933 Act (and its affiliated companies and their respective officersany such person, directors and employeesan "Indemnified Party") from against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or damages (including reasonable attorney's fees and other related expensesactions in respect thereof) arising arise out of or are based upon: (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub- (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in connection with any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of obligations or the duties including breach involved in the conduct of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorneysuch person's fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance office with the first sentence of this Section 8Trust.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, bad faith, gross negligence, guideline or reckless disregard of obligations restriction set forth in the Registration Statement or duties hereunder on as approved by the part of Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or loss resulting from breach source of fiduciary duty, income requirements of Subchapter M of the Sub-Adviser shall not be liable for any act or omission Code) (the investments described in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed this subsection (b) collectively are referred to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. as "Improper Investments"). (c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser Trust within the meaning of Section 15 of the 1933 Act (and its affiliated companies and their respective officersany such person, directors and employeesan "Indemnified Party") from against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or damages (including reasonable attorney's fees and other related expensesactions in respect thereof) arising arise out of or are based upon: (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in connection with any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of obligations or the duties including breach involved in the conduct of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorneysuch person's fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance office with the first sentence of this Section 8Trust.

LIABILITY OF THE SUB-ADVISER. Absent (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund’s Disclosure Documents relating to the Sub-Adviser and the Sub-Adviser’s affiliates, the Fund’s investment strategies and related risks, and other information in each case supplied by the Sub-Adviser for inclusion therein. (b) Neither Sub-Adviser nor any of its partners, officers, stockholders, agents or employees shall have any liability to Adviser the Fund or any shareholder of the Fund for any error of judgment, mistake of law, or loss arising out of any investment, or for any other act or omission in the performance by Sub-Adviser of its duties hereunder, except for liability resulting from willful misfeasance, bad faith, or gross negligence, or reckless disregard of obligations or duties hereunder negligence on the part of the Sub-Adviser’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement, or except to the extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. . (c) The Sub-Adviser shall agrees to indemnify and hold harmless the Trust defend Adviser, its officers, directors, employees and any person who controls the Adviser (and its affiliated companies and their respective officers, directors and employees) from for any and all claims, losses, liabilities loss or damages expense (including reasonable attorney's fees and other related expensesattorneys’ fees) arising out of or in connection with the willful misfeasanceany claim, bad faithdemand, gross negligenceaction, suit or reckless disregard of obligations proceeding relating to any actual or duties including alleged breach of fiduciary duty, hereunder of this Agreement or material misstatement or omission in the Disclosure Documents made by the Sub-Adviser and provided to the Adviser or the Fund by the Sub-Adviser. . (d) The Adviser shall hold harmless agrees to indemnify and indemnify defend the Sub-Adviser, and its officers, directors, employees and any person who controls the Sub-Adviser for any loss, liability, cost, damage loss or expense (including reasonable attorney's fees and costs’s fees) arising from out of or in connection with any claim claim, demand, action, suit or demand proceeding relating to any actual or alleged breach of this Agreement or misstatement or omission in the Disclosure Documents other than a misstatement or omission made in reliance upon written information furnished by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8as set forth above.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon upon: (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) directly arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) directly arising from any claim or demand by any person that is based upon upon: (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, (a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or reckless disregard of obligations or duties hereunder on the part of relate to the Sub-Adviser, Adviser and the services provided by the Sub-Adviser hereunder. Except as may otherwise be required by the 1940 Act or loss resulting from breach of fiduciary dutythe rules and regulations thereunder or other applicable law, the Sub-Adviser shall not be liable for any act errors of judgment in connection with the matters to which this Agreement relates, except errors of judgment resulting from willful misfeasance, bad faith, gross negligence or omission violation of applicable law on the Sub-Adviser's part in the course of, performance of its duties or connected with, rendering services hereunder or from its reckless disregard of its obligations and duties under this Agreement. The Sub-Adviser shall not be liable for any losses that may be sustained in loss or damage arising or resulting from the purchaseacts or omissions of the Fund's custodian. With respect any securities lending program managed by the Fund's custodian, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser shall not be liable for any loss or damage resulting from the Fund's participation in such securities lending program provided that the Sub-Adviser has acted in accordance with its obligations and standard of care required of it under federal this Agreement and under applicable law. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or state securities laws. restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Sub-Adviser in writing; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser Trust within the meaning of Section 15 of the 1933 Act (and its affiliated companies and their respective officersany such person, directors and employeesan "Indemnified Party") from against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or damages (including reasonable attorney's fees and other related expensesactions in respect thereof) arising arise out of or are based upon: (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in connection with any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's willful misfeasance, bad faith or gross negligence in the performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of obligations or the duties including breach involved in the conduct of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorneysuch person's fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance office with the first sentence of this Section 8Trust.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. Neither the Sub-Adviser, its officers, directors, or employees (the “Sub-Adviser Parties”) shall be liable for the acts or omissions of the Adviser, the Fund, a custodian, any broker-dealer, or other party providing services to the Fund. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser Parties for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iiiii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities liabilities, costs, expenses or damages (including reasonable attorney's ’s fees and other related expenses) directly arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties under this Agreement, including breach of its fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall indemnify and hold harmless and indemnify the Sub-Adviser for any lossand all claims, liabilitylosses, costliabilities, damage costs, expenses or expense damages (including reasonable attorney's ’s fees and costsother related expenses) directly arising from out of or in connection with any claim or demand by any person that is based upon upon: (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall indemnify and hold harmless and indemnify the Sub-Adviser (and its affiliated companies and their respective officers, directors and employees) for any lossand all claims, liabilitylosses, costliabilities, damage costs, damages or expense expenses (including reasonable attorney's fees and costsother related expenses) arising from out of or in connection with any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 89.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements that are included in the Fund's Disclosure Documents relating to the Sub-Adviser and its affiliates, bad faiththe Fund's investment strategies and related risks and other information supplied by the Sub-Adviser for inclusion therein. The Sub-Adviser shall not be deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved or that Sub-Adviser's overall management of the Fund will be successful. The Adviser understands that investment decisions made for the Fund by the Sub-Adviser are subject to various market, gross negligencecurrency, economic, political and business risks, and that those investment decisions will not always be profitable. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or reckless disregard of obligations restriction set forth in the Registration Statement or duties hereunder on as approved by the part of Board from time to time and provided to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or loss resulting from breach source of fiduciary dutyincome requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"); provided, however, that the Sub-Adviser shall not be liable for for: (i) any act Improper Investment made in good faith reliance upon the written advice of outside counsel to the Fund; or omission in the course of, or connected with, rendering services hereunder or for any (ii) losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against resulting from circumstances outside the Sub-Adviser under federal Adviser's control such as changes in price or state securities laws. value of assets as a result of market movement or rating downgrade. (c) The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which the Adviser may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or damages (including reasonable attorney's fees and other related expensesactions in respect thereof) arising arise out of or are based upon: (i) a material breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment to the extent not made in connection with good faith reliance on the written advice of counsel to the Fund; (iii) any untrue statement of a material fact contained in any Disclosure Document and supplied by the Sub-Adviser or the omission from a Disclosure Document of a material fact relating to the Sub-Adviser and its affiliates, the Fund's investment strategies and related risks and other information supplied by the Sub-Adviser for inclusion in such Disclosure Document that is required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Sub-Adviser's negligent performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect the Adviser against any liability to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of obligations or the duties including breach of fiduciary dutyinvolved in its conduct. (d) Pursuant to the Management Agreement, hereunder the Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Sub-Adviser. The Trust within the meaning of Section 2(a) (3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser shall hold harmless or its affiliates of this Agreement or of the representations and indemnify warranties made by the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, its affiliates herein; (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated Improper Investment to the Sub-Adviser under this Agreement or extent not made in good faith reliance on the written advice of counsel to the Fund; (iii) any matter untrue statement of a material fact contained in any Disclosure Document and supplied by the Adviser or its affiliates or the omission from a Disclosure Document of a material fact relating to the Adviser or its affiliates, the Fund's investment strategies and related risks and other information supplied by the Adviser or its affiliates for inclusion in such Disclosure Document that is required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's or its affiliates' negligent performance or non-performance of their respective duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, negligence or reckless disregard of the Sub-Adviser does not have liability duties involved in accordance the conduct of such person's office with the first sentence of this Section 8Trust.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this the Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, : rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, ; liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first fist sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. In no event shall either party be liable for special, indirect or consequential damages, or lost profits, loss of business or damage to reputation, arising in connection with this Agreement The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (including its officers and its affiliated companies and their respective officers, directors and employeesdirectors) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising directly out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser (including its officers and directors) for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon upon: (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance(a) The Sub-Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents that are applicable or relate to the Sub-Adviser; provided, bad faiththat the Sub-Adviser has had the opportunity to review any applicable Disclosure Document, gross negligencethat it incorporates any revisions provided by the Sub-Adviser in accordance with Section 7(c) and that the Sub-Adviser has had the opportunity to approve the final version of such Disclosure Document. (b) The Sub-Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Sub-Adviser in contravention of: (i) any investment policy, guideline or reckless disregard restriction set forth in the Registration Statement or as approved by the Board from time to time and provided in writing or made available electronically to the Sub-Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of obligations income requirements of Subchapter M of the Code (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). For the avoidance of doubt, the Sub-Adviser's responsibilities hereunder are limited to those in respect of the Assets. Notwithstanding Section 13(b)(i) above, in the event that the Sub-Adviser at any point determines that any investment policy, guideline or duties restriction or any other instruction provided to the Sub-Adviser hereunder on the part is in contravention of applicable law or regulation as advised by legal counsel to the Sub-Adviser, the Sub-Adviser reserves the right to refuse to act upon such investment policy, guideline, restriction or loss resulting from other instruction. Such refusal to act shall not be considered a breach of fiduciary dutythis Agreement and Sub-Adviser shall have no liability in connection with such determination or refusal to act. In such event, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither will promptly notify the Adviser nor and the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. Fund. (c) The Sub-Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser Trust within the meaning of Section 15 of the 1933 Act (and its affiliated companies and their respective officersany such person, directors and employeesan "Indemnified Party") from against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or damages (including reasonable attorney's fees and other related expensesactions in respect thereof) arising arise out of or are based upon: (i) a breach by the Sub-Adviser of this Agreement or of the representations and warranties made by the Sub-Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact applicable to the Sub-Adviser contained in connection any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact applicable to the Sub-Adviser required to be stated therein or necessary to make the statements therein not misleading, provided, that the Sub-Adviser has had the opportunity to review such Disclosure Document, that it incorporates any revisions provided by the Sub-Adviser in accordance with Section 7(c) and that the Sub-Adviser has had the opportunity to approve the final version of such Disclosure Document; or (iv) the Sub-Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence, negligence or reckless disregard of obligations or the duties including breach involved in the conduct of fiduciary dutysuch person's office with the Trust; and provided further, hereunder of however, that the Sub-Adviser. 's obligations hereunder shall be reduced to the extent that the claims against, or the losses, damages or liabilities experienced by the Indemnified Party, are caused by or are otherwise directly or indirectly related to the Indemnified Party's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Agreement. (d) The Adviser shall indemnify and hold harmless the Sub-Adviser, and indemnify each person who controls the Sub-Adviser for within the meaning of Section 15 of the 1933 Act (any such person, a "Sub-Adviser Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, liabilityclaim, costdamage, damage expense or expense liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (including reasonable attorney's fees and costsor actions in respect thereof) arising from any claim arise out of or demand by any person that is are based upon upon: (i) a material breach by the obligations Adviser of any other sub-adviser to this Agreement or the Fund, representations and warranties made by the Adviser herein; (ii) any obligation a violation of applicable law by the Adviser under relating to the Advisory Agreement that has subject matter of this Agreement; (iii) any action or omission taken by the Sub-Adviser in good faith in accordance with an instruction or direction provided by the Adviser; (iv) any untrue statement or alleged untrue statement contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not been delegated misleading, other than a statement or omission applicable to the Sub-Adviser described in Section 13(c)(iii) above; or (v) the Adviser's willful misfeasance, bad faith, or gross negligence in the performance of its obligations and duties under this Agreement Agreement; provided, however, that the Adviser's obligations hereunder shall be reduced to the extent that the claims against, or (iii) any matter for which the losses, damages or liabilities experienced by the Sub-Adviser does not have liability in accordance with Indemnified Party, are caused by or are otherwise directly or indirectly related to the first sentence Sub-Adviser Indemnified Party's own willful misfeasance, bad faith or gross negligence, or to the reckless disregard of its duties under this Section 8Agreement.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising directly out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser and the Trust shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's fees and costs) arising from any claim and all claims or demand demands by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expensescosts) arising out of or in connection with the willful with misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for (and its officers, directors and employees) from any lossand all claims, liabilitylosses, costliabilities, damage costs, damages or expense expenses (including reasonable attorney's fees and costs) arising from out of or in connection with any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first fist sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon on (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities liabilities, costs, expenses or damages (including reasonable attorney's fees and other related expenses) directly arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of its obligations or duties under this Agreement, including breach of its fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall indemnify and hold harmless and indemnify the Sub-Adviser for any lossand all claims, liabilitylosses, costliabilities, damage costs, expenses or expense damages (including reasonable attorney's fees and costsother related expenses) directly arising from out of or in connection with any claim or demand by any person that is based upon upon: (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.

LIABILITY OF THE SUB-ADVISER. Absent willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-Adviser, or loss resulting from breach of fiduciary duty, the Sub-Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights it may have against the Sub-Adviser under federal or state securities laws. The Sub-Adviser shall indemnify and hold harmless the Trust and the Adviser (and its affiliated companies and their respective officers, directors and employees) from any and all claims, losses, liabilities or damages (including reasonable attorney's ’s fees and other related expenses) arising out of or in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations or duties including breach of fiduciary duty, hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the thee Sub-Adviser for any loss, liability, cost, damage or expense (including reasonable attorney's ’s fees and costs) arising from any claim or demand by any person that is based upon (i) the obligations of any other sub-adviser to the Fund, (ii) any obligation of the Adviser under the Advisory Agreement that has not been delegated to the Sub-Adviser under this Agreement or (iii) any matter for which the Sub-Adviser does not have liability in accordance with the first sentence of this Section 8.