Common use of Limitation of Liability of the Local Manager Clause in Contracts

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereofof them. If a percentage restriction contained in the Fund’s 's investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-'s currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Xxxxxx Xxxxxxx Investment Adviser Advisors or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Xxxxxx Xxxxxxx Investment Adviser’s Advisors' behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System in relation to the Xxxxxx Xxxxxxx Investment Adviser Advisors and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory management services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, duties or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s 's liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the any Fund or any part thereof. If a percentage restriction contained in the a Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the a Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each PortfolioFund. The Local Manager shall not be liable to a Portfolio Fund or to any shareholder of a Portfolio Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio Fund or to any shareholder of a Portfolio Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such PortfolioFund, and no Portfolio Fund shall be responsible for any liabilities in connection with any other PortfolioFund.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser Manager or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment AdviserManager’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser Manager and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Fund or to any shareholder of a Portfolio the Fund to any greater degree than the Investment AdviserManager, and the Investment Adviser Manager shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Fund or to any shareholder of a Portfolio the Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the any Fund or any part thereof. If a percentage restriction contained in the a Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the a Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each PortfolioFund. The Local Manager shall not be liable to a Portfolio Fund or to any shareholder of a Portfolio Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio Fund or to any shareholder of a Portfolio Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such PortfolioFund, and no Portfolio Fund shall be responsible for any liabilities in connection with any other PortfolioFund.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the any Fund or any part thereof. If a percentage restriction contained in the a Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the a Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each PortfolioFund. The Local Manager shall not be liable to a Portfolio Fund or to any shareholder of a Portfolio Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio Fund or to any shareholder of a Portfolio Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such PortfolioFund, and no Portfolio Fund shall be responsible for any liabilities in connection with any other PortfolioFund.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each PortfolioFund. The Local Manager shall not be liable to a Portfolio Fund or to any shareholder of a Portfolio Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio Fund or to any shareholder of a Portfolio Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such PortfolioFund, and no Portfolio Fund shall be responsible for any liabilities in connection with any other PortfolioFund.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx Axx 0000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser Manager or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment AdviserManager’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser Manager and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Trust or to any shareholder of a Portfolio the Trust to any greater degree than the Investment AdviserManager, and the Investment Adviser Manager shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Trust or to any shareholder of a Portfolio the Trust except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund Trust or any part thereof. If a percentage restriction contained in the FundTrust’s investment objective(s) or investment restrictions (as the same are set forth in the FundTrust’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund Trust for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 Act 2000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the FundTrust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Trust. The Local Manager shall not be liable to a Portfolio the Trust or to any shareholder holder of a Portfolio the Trust to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Trust or to any shareholder holder of a Portfolio the Trust except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s 's investment objective(s) or investment restrictions (as the same are set forth in the Fund’s 's then-currently effective Prospectus and Statement of Additional Informationor such other applicable disclosure document) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s 's behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s 's liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Fund or to any shareholder of a Portfolio the Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Fund or to any shareholder of a Portfolio the Fund except to the extent that such loss, liability or cost arises from the Local Manager’s 's fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s 's duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the any Fund or any part thereof. If a percentage restriction contained in the a Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the a Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 or the 0000, FCA Rules or Regulatory System (as defined by FCA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each PortfolioFund. The Local Manager shall not be liable to a Portfolio Fund or to any shareholder of a Portfolio Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio Fund or to any shareholder of a Portfolio Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Trust or to any shareholder of a Portfolio the Trust to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Trust or to any shareholder of a Portfolio the Trust except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s 's investment objective(s) or investment restrictions (as the same are set forth in the Fund’s 's then-currently effective Prospectus and Statement of Additional Informationor such other applicable disclosure document) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s 's behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s 's liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Fund or to any shareholder of a Portfolio the Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Fund or to any shareholder of a Portfolio the Fund except to the extent that such loss, liability or cost arises from the Local Manager’s 's fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s 's duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.ARTICLE V

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereofof them. If a percentage restriction contained in the Fund’s 's investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-'s currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser MSIA or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s MSIA's behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 Act 2000, FSA Rules or the FCA Rules Regulxxxxx Xxstem in relation to the Investment Adviser MSIA and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory management services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s 's liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereofof them. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Xxxxxx Xxxxxxx Investment Adviser Advisors or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Xxxxxx Xxxxxxx Investment Adviser’s Advisors’ behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System in relation to the Xxxxxx Xxxxxxx Investment Adviser Advisors and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory management services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, duties or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the any Fund or any part thereof. If a percentage restriction contained in the a Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the a Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the a Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each PortfolioFund. The Local Manager shall not be liable to a Portfolio Fund or to any shareholder of a Portfolio Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio Fund or to any shareholder of a Portfolio Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund Trust or any part thereof. If a percentage restriction contained in the FundTrust’s investment objective(s) or investment restrictions (as the same are set forth in the FundTrust’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund Trust for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 Act 2000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the FundTrust, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund Portfolio or any part thereofof them. If a percentage restriction contained in the Fund’s Portfolio's investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-Portfolio's currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser MSIM or the Fund Portfolio for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s MSIM's behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System in relation to the Investment Adviser MSIM and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory management services rendered with respect to the FundPortfolio, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s 's liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Informationcurrent Disclosure Documents) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-makermarket‑maker, bank, custodian or sub-custodiansub‑custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 Act 2000 or the FCA Rules in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Fund or to any shareholder of a Portfolio the Fund to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Fund or to any shareholder of a Portfolio the Fund except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio The Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other PortfolioFund.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereofof them. If a percentage restriction contained in the Fund’s 's investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-'s currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser MSIA or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s MSIA's behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System in relation to the Investment Adviser MSIA and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory management services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s 's liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfolio. The Local Manager shall not be liable to a Portfolio or to any shareholder of a Portfolio to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio or to any shareholder of a Portfolio except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such Portfolio, and no Portfolio shall be responsible for any liabilities in connection with any other Portfolio.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund or any part thereof. If a percentage restriction contained in the Fund’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser Manager or the Fund for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment AdviserManager’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser Manager and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the Fund, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Trust or to any shareholder of a Portfolio the Trust to any greater degree than the Investment AdviserManager, and the Investment Adviser Manager shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Trust or to any shareholder of a Portfolio the Trust except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such PortfolioFund, and no Portfolio Fund shall be responsible for any liabilities in connection with any other PortfolioFund.

Limitation of Liability of the Local Manager. No warranty is given by the Local Manager as to the performance or profitability of the Fund Fund, the Subsidiary or any part thereof. If a percentage restriction contained in the Fund’s or the Subsidiary’s investment objective(s) or investment restrictions (as the same are set forth in the Fund’s then-currently effective Prospectus and Statement of Additional Information) is adhered to at the time of investment, a later change in percentage resulting from a change in values or assets will not constitute a violation of such restriction. The Local Manager will not be responsible to the Investment Adviser Adviser, the Fund or the Fund Subsidiary for the solvency, actions or omissions of any counterparty, broker, dealer, market-maker, bank, custodian or sub-custodian, with whom it transacts business on the Investment Adviser’s behalf, other than affiliates of the Local Manager. Nothing in this Agreement will exclude or restrict any liability which the Local Manager has under the Financial Services and Markets Xxx 0000 0000, FSA Rules or the FCA Rules Regulatory System (as defined by FSA Rules) in relation to the Investment Adviser and which may not be excluded or restricted thereunder. The Local Manager shall not be liable for any error of judgment or mistake of law or for any loss arising out of any investment or for any act or omission in the performance of investment advisory services rendered with respect to the FundFund or the Subsidiary, except for willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder. The exception in the previous sentence shall apply to each limitation of the Local Manager’s liability contained in this Article IV. As used in this Article IV, the Local Manager shall include any affiliates of the Local Manager performing services for the Local Manager contemplated hereby and directors, officers and employees of the Local Manager and such affiliates. It is understood and agreed that in furnishing the investment advice and other services as herein provided, the Local Manager shall use its best professional judgment to perform its obligations hereunder which will provide favorable results for each Portfoliothe Fund. The Local Manager shall not be liable to a Portfolio the Trust or to any shareholder of a Portfolio the Trust to any greater degree than the Investment Adviser, and the Investment Adviser shall indemnify and hold the Local Manager harmless against any loss, liability or cost incurred by the Local Manager towards each Portfolio the Trust or to any shareholder of a Portfolio the Trust except to the extent that such loss, liability or cost arises from the Local Manager’s fraud, willful misfeasance, bad faith or gross negligence in the performance of the Local Manager’s duties hereunder. Each Portfolio Fund shall be severally (and not jointly) liable for its own fees, costs, expenses and other liabilities attributable to such PortfolioFund, and no Portfolio Fund shall be responsible for any liabilities in connection with any other PortfolioFund.