Common use of Limitation of Liability Neither Clause in Contracts

Limitation of Liability Neither. Sub-Adviser nor any of its directors, officers, members, partners, 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 on Sub-Adviser's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Sub-Adviser specifically acknowledges that the Fund is a third party beneficiary of this Agreement and that the Fund is entitled to bring a lawsuit against the Sub-Adviser for breach of this Agreement or any other duty in any court of competent jurisdiction. Also Sub-Adviser acknowledges that the Fund is not subject to or bound by any of the provisions of paragraph 14 of this Agreement. Sub-Adviser agrees to indemnify and defend Adviser, the Fund, and their representative officers, directors, employees and any person who controls Adviser for any loss or expense (including reasonable attorneys' fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's registration statement, any proxy statement, or any written communication to current or prospective investors in any Fund Portfolio, if such material misstatement or omission was made in reliance upon and in conformity with written information furnished by Sub-Adviser to Adviser or the Fund for use in such document. Adviser agrees to indemnify and defend Sub-Adviser, and its representative officers, directors, employees and any person who controls Sub-Adviser for any loss or expense (including reasonable attorneys' fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's registration statement, any proxy statement, or any communication to current or prospective investors in any Fund Portfolio, other than a misstatement or omission made in reliance on written information furnished by Sub-Adviser as set forth above

Limitation of Liability Neither. Sub-Adviser nor any of its directorspartners, officers, members, partners, 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 on Sub-Adviser's ’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement, except to the extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. In no event shall Sub-Adviser specifically acknowledges that be liable (i) for acting in accordance with or relying upon instructions from the Fund is a third party beneficiary Adviser, (ii) for special, consequential or punitive damages, or (iii) for any losses due to forces beyond the control of this Agreement and that the Fund is entitled to bring a lawsuit against the Sub-Adviser for breach including, without limitation, strikes, work stoppages, acts of this Agreement war or terrorism, insurrection, revolution, nuclear or natural catastrophes or acts of God, the insolvency of any other duty in any court sub-custodian or depository, and interruptions, loss or malfunctions of competent jurisdiction. Also Sub-Adviser acknowledges that the Fund is not subject to utilities, communications or bound by any of the provisions of paragraph 14 of this Agreementcomputer (software and hardware) services. Sub-Adviser agrees to indemnify and defend Adviser, the Fund, and their representative its officers, directors, employees and any person who controls Adviser for any loss or expense (including reasonable attorneys' ’ fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's registration statement, any proxy statement, or any written communication to current or prospective investors in any Fund Portfolio, if such material misstatement or omission was made in reliance upon and in conformity with written information furnished by Sub-Adviser to Adviser or the Fund for use in such document. Adviser agrees to indemnify and defend Sub-Adviser, and its representative officers, directors, employees and any person who controls Sub-Adviser for any loss or expense (including reasonable attorneys' fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's ’s registration statement, any proxy statement, or any communication to current or prospective investors in any each Fund Portfolio, other than a misstatement or omission made in reliance on written information furnished by Sub-Adviser as set forth aboveand provided to Adviser or the Fund by Sub-Adviser.

Limitation of Liability Neither. Sub-Adviser nor any of its directors, officers, members, partners, 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 on Sub-Adviser's part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Sub-Adviser specifically acknowledges that , except to the Fund is extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a third party beneficiary of this Agreement and that the Fund is entitled to bring a lawsuit against the Sub-Adviser for breach of this Agreement or any other fiduciary duty in any court with respect to the receipt of competent jurisdiction. Also Sub-Adviser acknowledges that the Fund is not subject to or bound by any of the provisions of paragraph 14 of this Agreementcompensation for services. Sub-Adviser agrees to indemnify and defend Adviser, the Fund, and their representative its officers, directors, employees and any person who controls Adviser for any loss or expense (including reasonable attorneys' feescollectively, "Adviser Indemnitees") arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's registration statement, any proxy statement, or any written communication to current or prospective investors in any Fund Portfolio, if such material misstatement or omission was made in reliance upon and in conformity with written information furnished by Sub-Adviser to Adviser or the Fund for use in such document. Adviser agrees to indemnify and defend Sub-Adviser, and its representative officers, directors, employees and any person who controls Sub-Adviser for any loss or expense (including reasonable attorneys' fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's registration statement, any proxy statement, or any communication to current or prospective investors in any the Fund Portfolio, made by Sub-Adviser and provided to Adviser or the Fund by Sub-Adviser, provided, however, that in no case is Sub-Adviser's indemnity in favor of Adviser Indemnitees deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or gross negligence in the performance of its duties or by reason of its reckless disregard of its obligations and duties under this Agreement. Adviser agrees to indemnify and hold harmless Sub-Adviser, its officers, directors, employees, any affiliated person of Sub-Adviser, within the meaning of Section 2(a)(3) of the 1940 Act, and each controlling person of Sub-Adviser (collectively, "Sub-Adviser Indemnitees"), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses), to which a Sub-Adviser Indemnitee may become subject arising out of Adviser's responsibilities as investment manager of the fund (1) to the extent of and as a result of the willful misconduct, bad faith or negligence by Adviser, any of Adviser's employees or representatives or any affiliate of or any person acting on behalf of Adviser, or (2) as a result of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement [Prospectus, Statement of Additional Information] including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, if such a statement or omission was made other than a misstatement or omission made in reliance on upon and in conformity with written information furnished by Sub-Adviser, or any affiliated person of Sub-Adviser expressly for use in the Registration Statement or other than upon verbal information confirmed by Sub-Adviser expressly in writing; provided, however, that in no case is Adviser's indemnity in favor of the Sub-Adviser indemnitees deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement. It is agreed that Adviser's indemnification obligations under this Section 10 will extend to expenses and costs (including reasonable attorneys fees) incurred by Sub-Adviser as set forth abovea result of any litigation brought by Adviser alleging Sub-Adviser's failure to perform its obligations and duties in the manner required under this Agreement unless judgment is rendered for Adviser.

Limitation of Liability Neither. Sub-Adviser nor any of its directorspartners, officers, members, partners, 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 on Sub-Adviser's ’s part in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement. Sub-Adviser specifically acknowledges that , except to the Fund is extent otherwise provided in Section 36(b) of the 1940 Act concerning loss resulting from a third party beneficiary of this Agreement and that the Fund is entitled to bring a lawsuit against the Sub-Adviser for breach of this Agreement or any other fiduciary duty in any court with respect to the receipt of competent jurisdiction. Also Sub-Adviser acknowledges that the Fund is not subject to or bound by any of the provisions of paragraph 14 of this Agreementcompensation for services. Sub-Adviser agrees to indemnify and defend Adviser, the Fund, and their representative its officers, directors, employees and any person who controls Adviser for any loss or expense (including reasonable attorneys' ’ fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's ’s registration statement, any proxy statement, or any written communication to current or prospective investors in any each Fund Portfolio, if such material misstatement or omission was made in reliance upon and in conformity with written information furnished by Sub-Adviser and provided to Adviser or the Fund for use in such documentby Sub-Adviser. Adviser agrees to indemnify and defend Sub-Adviser, and its representative officers, directors, employees and any person who controls Sub-Adviser for any loss or expense (including reasonable attorneys' ’ fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged material misstatement or omission in the Fund's ’s registration statement, any proxy statement, or any communication to current or prospective investors in any Fund Portfolio, other than a misstatement or omission made in reliance on written information furnished by Sub-Adviser Advisor as set forth above.