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

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser shall be subject to liability to the Fund or to any shareholder or the Adviser for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Sub-adviser and agree that the obligations assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of them.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser shall be subject to liability to the Fund or to any shareholder or the Adviser for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities broker or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possessioncome, pursuant to the provisions of this Agreement, except to the extent that such independent contractors are found to have been selected with reckless disregard or gross negligence. The In no event shall the Sub-adviser be liable (i) for acting in accordance with instructions from the Adviser and except to the Fund extent that such instructions are hereby expressly put on notice carried out with reckless disregard or gross negligence by the Sub-adviser, (ii) for special, consequential or punitive damages, (iii) for the acts or omissions of the limitation Adviser or other agents of liability as set forth in the Declaration Adviser, or (iv) for any losses due to forces beyond the control of Trust of the Sub-adviser and agree that without the obligations assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders fault or negligence of Sub-adviser, the trustees including, without limitation, strikes, work stoppages, acts of Sub-adviserwar or terrorism, officersinsurrection, employees revolution, nuclear or agents natural catastrophes or acts of Sub-adviserGod, and interruptions, loss or any malfunctions of themutilities, communications or computer (software and hardware) services.

LIABILITY OF THE SUB-ADVISER. In (a) The Sub-Adviser shall have responsibility for the absence accuracy and completeness (and liability for lack thereof) of willful misfeasancestatements in the Fund's Disclosure Documents applicable to the Sub-Adviser that have been reviewed, bad faithprepared or provided by the Sub-Adviser and that are applicable or relate to the Sub-Adviser and the services provided by the Sub-Adviser hereunder ("Sub-Adviser Reviewed Fund Disclosure Documents"). The Sub-Adviser shall meet its responsibility for accuracy and completeness by promptly communicating to the Adviser any and all materially incorrect, gross negligence incomplete or reckless disregard of obligations misleading information in any Fund Disclosure Documents or duties on proposed Disclosure Documents; provided however that the part aforementioned provision shall not limit the responsibility of the Sub-adviser Adviser for any materially incorrect, incomplete or its officers, directors, employees, controlling persons, shareholders, and misleading information contained in any other person Sub-Adviser Reviewed Fund Disclosure Documents or entity affiliated with proposed Sub-Adviser Reviewed Fund Disclosure Documents prior to the time the Sub-adviserAdviser made such communication to the Adviser. Except as provided in Section 13(b) or as may otherwise be required by the 1940 Act or the rules thereunder or other applicable law, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability to the Fund or to any shareholder or the Adviser liable for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error errors of judgment or mistake of law or for any loss suffered by the Fund or any shareholder the Adviser in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities , except a loss resulting from willful misfeasance, bad faith or gross negligence on the Sub-Adviser's part in performance of its duties or from its reckless disregard of its obligations and duties under certain circumstances on persons who act this Agreement, provided however, that nothing in good faith and, therefore, nothing herein this Agreement shall in any way constitute a waiver or limitation of be deemed to waive any rights which of the Fund Adviser or any shareholder of the Fund may have against the Sub-Adviser under any federal or state securities laws. The In any event, neither the Sub-adviser Adviser nor its affiliates shall not be liable for any loss or damage arising or resulting from the acts and or omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities or other person with whom or into whose hands any monies, shares of the Fund's custodian, any broker, financial institution or securities and investments may be deposited any other third party with or come through whom the Sub-Adviser arranges or enters into possession, pursuant a transaction with respect to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Sub-adviser and agree that the obligations assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themFund.

LIABILITY OF THE SUB-ADVISER. In the absence of Absent willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of obligations or duties hereunder on the part of the Sub-adviser or its officersAdviser, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability to the Fund or to any shareholder or the Adviser liable for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error of judgment or mistake of law hereunder or for any loss suffered by losses that may be sustained in the Fund purchase, holding or any shareholder in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation sale of any security. Notwithstanding the foregoing, neither the Adviser nor the Trust shall be deemed to have waived any rights which the Fund or any shareholder of the Fund it may have against the Sub-Adviser under any federal or state securities laws. The Neither the Sub-adviser Adviser, its officers, directors, or employees (the “Sub-Adviser Parties”) shall not be liable for the acts and or omissions of any independent contractor used by it nor for those of any bankthe Adviser, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities or other person with whom or into whose hands any monies, shares of the Fund, a custodian, any broker-dealer, or securities and investments may be deposited or come into possession, pursuant other party providing services to the provisions 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 fees and other related expenses) arising out of this Agreementor in connection with the willful misfeasance, bad faith, gross negligence, or reckless disregard of obligations hereunder of the Sub-Adviser. The Adviser shall hold harmless and indemnify the Fund are hereby expressly put on notice Sub-Adviser Parties 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) any obligation of the limitation of liability as set forth in Adviser under the Declaration of Trust of Advisory Agreement that has not been delegated to the Sub-adviser and agree that Adviser under this Agreement or (ii) any matter for which the obligations assumed by Sub-adviser pursuant to Adviser does not have liability in accordance with the first sentence of this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themSection 8.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund Adviser or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Portfolio, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Trust and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser unless acting at the direction of Trust the Adviser or the Board, (b) the Portfolio's failure to satisfy the diversification or source of income requirements of Subchapter M Subchapter L of the Code by reason of any action or omission of the Sub-adviser Adviser, unless acting at the direction of the Adviser or the Board, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and agree duties under this Agreement provided that the obligations assumed by Sub-adviser pursuant Adviser's obligation in this regard shall be reduced to the extent it is caused by or is otherwise directly related to the Portfolio's or the Adviser's own willful malfeasance, bad faith or gross negligence or to the reckless disregard of its duties under this Agreement will be limited Agreement, or (d) the Portfolio being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and Adviser unless acting at the Adviser and direction of the Fund shall not seek satisfaction of any such obligation from Board or the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties (“disabling conduct”) hereunder on the part of the SubSUB-adviser or ADVISER (and its officers, directors, agents, employees, controlling persons, shareholders, shareholders and any other person or entity affiliated with the SubSUB-adviserADVISER), neither the SubSUB-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser ADVISER shall not be subject to liability to XX XX, the Fund Covered Funds, or to any shareholder or of the Adviser Covered Funds for any act or omission in the course of, or connected with, rendering services pursuant to this Agreementhereunder, including without limitation limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. The federal securities laws impose liabilities Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the “Indemnified Parties”) from any liability arising from (i) the SUB-ADVISER’s conduct under certain circumstances on persons who act this Agreement, (ii).VALIC being in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation material breach of any rights which the Fund duty, warrant or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions obligation hereunder or inaccuracy of any independent contractor used by it nor for those representation or (iii) VALIC’s willful misfeasance, bad faith or gross negligence in the performance of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities its obligations and duties hereunder or other person with whom or into whose hands any monies, shares its reckless disregard of the Fund, or securities its obligations and investments may be deposited or come into possession, pursuant to the provisions of duties under this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Sub-adviser and agree that the obligations assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of them.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to a Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to a Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) a Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) a Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser Adviser. In addition, the Sub-Adviser shall indemnify and its assets hold harmless the Fund and the Adviser and against any liability that arose out of the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, Adviser's management of Oak Ridge Small-Cap Equity Fund pursuant to the trustees of Investment Advisory Agreement with the Sub-adviserAdviser dated March 1, officers1999, employees or agents subject to the standard of Sub-adviser, or any of themcare set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to a Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) a Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M and Subchapter L of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) a Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Trust's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser Adviser. In addition, the Sub-Adviser shall indemnify and its assets hold harmless the Fund and the Adviser and against any liability that arose out of the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, Adviser's management of Oak Ridge Small - Cap Equity Fund pursuant to the trustees of Amended and Restated Investment Advisory Agreement with the Sub-adviserAdviser dated March 1, officers1999, employees or agents subject to the standard of Sub-adviser, or any of themcare set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the SubSUB-adviser or ADVISER (and its officers, directors, agents, employees, controlling persons, shareholders, shareholders and any other person or entity affiliated with the SubSUB-adviserADVISER), neither the SubSUB-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser ADVISER shall not be subject to liability to XX XX, the Fund Covered Funds, or to any shareholder or of the Adviser Covered Funds for any act or omission in the course of, or connected with, rendering services pursuant to this Agreementhereunder, including without limitation limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder of them in connection with the matters to which this Agreement relates, except to the extent specified in Section 36(b) of the Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. The federal securities laws impose liabilities Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the SUB-ADVISER) (collectively, the "Indemnified Parties") from any liability arising from (i) the SUB-ADVISER's conduct under certain circumstances on persons who act this Agreement, (ii).VALIC being in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation material breach of any rights which the Fund duty, warrant or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions obligation hereunder or inaccuracy of any independent contractor used by it nor for those representation or (iii) VALIC's willful misfeasance, bad faith or gross negligence in the performance of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities its obligations and duties hereunder or other person with whom or into whose hands any monies, shares its reckless disregard of the Fund, or securities its obligations and investments may be deposited or come into possession, pursuant to the provisions of duties under this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Sub-adviser and agree that the obligations assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of them.

LIABILITY OF THE SUB-ADVISER. In The Sub-Adviser may rely on information reasonably believed by it to be accurate and reliable. Except as may otherwise be required by the absence 1940 Act or the rules thereunder, neither Sub-Adviser nor its shareholders, members, officers, directors, employees, agents, control persons or affiliates of any thereof, shall be subject to any liability for, or any damages, expenses or losses incurred by the Trust or the Fund in connection with, any error of judgment, mistake of law, any act or omission connected with or arising out of any services rendered under, or payments made pursuant to, this Agreement or any other matter to which this Agreement relates, except by reason of willful misfeasance, bad faith, gross faith or negligence or reckless disregard of obligations or duties on the part of the Sub-adviser Adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with affiliates in the performance of the Sub-adviserAdviser’s duties under this Agreement, neither or by reason of reckless disregard by the Sub-adviser nor Adviser or any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with such persons of the Sub-adviser Adviser’s obligations and duties under this Agreement. Any person, even though also a manager, officer, employee, member or agent of Sub-Adviser, who may be or become a member, officer, trustee, employee, member or agent of the Trust, shall be subject to liability deemed, when rendering services to the Fund Trust or to acting on any shareholder business of the Trust (other than services or the Adviser for any act or omission in the course of, or connected with, rendering services pursuant to this Agreement, including without limitation any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder business in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not Adviser’s duties hereunder), to be liable rendering such services to or acting solely for the acts Trust and omissions of any independent contractor used by it nor for those of any banknot as a manager, trust companyofficer, custodianemployee, broker, dealer, futures commission merchant, other firm dealing in securities member or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust agent of Sub-adviser and agree that the obligations assumed Adviser, or one under Sub-Adviser’s control or direction, even though paid by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Portfolio, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Portfolio's failure to satisfy the diversification or source of Trust income requirements of Subchapter M or Section 817(h) of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Portfolio being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund Advisor or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser unless acting at the direction of Trust the Adviser or the Board, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser Adviser, unless acting at the direction of the Adviser or the Board, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and agree duties under this Agreement provided that the obligations assumed by Sub-adviser pursuant Adviser's obligation in this regard shall be reduced to this the extent it is caused by or is otherwise directly related to the Fund's or the Adviser's own willful misfeasance, bad faith or gross negligence or to the reckless disregard of its duties under the Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and Adviser unless acting at the Adviser and direction of the Fund shall not seek satisfaction of any such obligation from Board or the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to a Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controllinx xxxxxxs (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. (a) In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the SubSUB-adviser or ADVISER (and its officers, directors, agents, employees, controlling persons, shareholders, shareholders and any other person or entity affiliated with the SubSUB-adviser, neither ADVISER) the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser SUB- ADVISER shall not be subject to liability to VC I, XX XX, the Fund Covered Funds, or to any shareholder of the Covered Funds or the Adviser VC I or XX XX for any act or omission in the course of, or connected with, rendering services pursuant to this Agreementhereunder, including without limitation limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder of them in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act , except to the extent specified in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder Section 36(b) of the Fund may have under Act concerning loss resulting from a beach of fiduciary duty with respect to the receipt of compensation for services. Except for such disabling conduct, VALIC shall indemnify the SUB-ADVISER (and its officers, directors, partners, agents, employees, controlling persons, shareholders and any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities or other person or entity affiliated with whom or into whose hands the SUB-ADVISER) (collectively, the "Indemnified Parties") from any moniesliability arising from the SUB- ADVISER's conduct under this Agreement. \ (b) The SUB-ADVISER agrees to indemnify and hold harmless VALIC and its affiliates and each of its directors and officers and each person, shares if any, who controls VALIC within the meaning of Section 15 of the Fund1933 Act against any an all losses, claims, damages, liabilities or litigation (including legal and other expenses), to which VALIC or its affiliates or such directors, officers or controlling person may become subject under the 1933 Act, under other statutes, at common law or otherwise, which may be based upon (i) any wrongful act or breach of this Agreement by the SUB-ADVISER, or securities (ii) any failure by the SUB- ADVISER to comply with the representations and investments may be deposited or come into possession, pursuant to the provisions warranties set forth in Section 1 of this Agreement. The Adviser and ; provided, however, that in no case is the Fund are hereby expressly put on notice SUB-ADVISER's indemnity in favor of the limitation any person deemed to protect such other persons against any liability to which such person would otherwise be subject by reasons of liability as set forth willful misfeasance, bad faith, or gross negligence in the Declaration performance of Trust his, her or its duties or by reason of Sub-adviser his, her or its reckless disregard of obligation and agree that the obligations assumed by Sub-adviser pursuant to duties under this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAgreement.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser Adviser. In addition, the Sub-Adviser shall indemnify and its assets hold harmless the Fund and the Adviser and against any liability that arose out of the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, Adviser's management of Oak Ridge Small-Cap Equity Fund pursuant to the trustees of Amended and Restated Investment Advisory Agreement with the Sub-adviserAdviser dated March 1, officers1999, employees or agents subject to the standard of Sub-adviser, or any of themcare set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to a Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, each Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to a Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controllinx xxxxxns (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter L or M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling pxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser Adviser. In addition, the Sub-Adviser shall indemnify and its assets hold harmless the Fund and the Adviser and against any liability that arose out of the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, Adviser's management of Oak Ridge Large-Cap Equity Fund pursuant to the trustees of Investment Advisory Agreement with the Sub-adviserAdviser dated March 1, officers1999, employees or agents subject to the standard of Sub-adviser, or any of themcare set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, ---------------------------- bad faith, gross negligence or reckless disregard of obligations or duties ("disabling conduct") hereunder on the part of the Sub-adviser or Adviser (and its officers, directors, agents, employees, controlling persons, shareholders, shareholders and any other person or entity affiliated with the Sub-adviser, neither Adviser) the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability to the Fund Trust or to any shareholder or of the Adviser Trust for any act or omission in the course of, or connected with, rendering services pursuant to this Agreementhereunder, including without limitation limitation, any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder of them in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act , except to the extent specified in good faith and, therefore, nothing herein shall in any way constitute a waiver or limitation of any rights which the Fund or any shareholder Section 36(b) of the Fund may have under any federal securities lawsAct concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services. The Except for such disabling conduct, the Trust shall indemnify the Sub-adviser shall not be liable for the acts Adviser (and omissions of its officers, directors, partners, agents, employees, controlling persons, shareholders and any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities or other person or entity affiliated with whom or into whose hands the Sub-Adviser) (collectively, the "Indemnified Parties") from any monies, shares of liability arising from the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of Sub-Adviser's conduct under this Agreement. The Adviser and Indemnification to the Fund are hereby expressly put on notice of the limitation of liability as set forth in the Declaration of Trust of Sub-adviser and agree that the obligations assumed by Sub-adviser pursuant to this Agreement will be limited in any case to Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themits personnel or affiliates shall be made when (i) a final decision on the merits rendered, by a court or other body before whom the proceeding was brought, that the person to be indemnified was not liable by reason of disabling conduct or, (ii) in the absence of such a decision, a reasonable determination, based upon a review of the facts, that the person to be indemnified was not liable by reason of disabling conduct, by (a) the vote of a majority of a quorum of the Trustees who are neither "interested persons" of the Trust as defined in section 2(a)(19) of the Act nor parties to the proceeding ("disinterested, non-party Trustees") or (b) an independent legal counsel in a written opinion. The Trust may, by vote of a majority of the disinterested, non-party Trustees advance attorneys' fees or other expenses incurred by an Indemnified Party in defending a proceeding upon the undertaking by or on behalf of the Indemnified Party to repay the advance unless it is ultimately determined that he is entitled to indemnification. Such advance shall be subject to at least one of the following: (1) the person to be indemnified shall provide a security for his undertaking, (2) the Trust shall be insured against losses arising by reason of any lawful advances, or (3) a majority of a quorum of the disinterested, non- party Trustees or an independent legal counsel in a written opinion, shall determine, based on a review of readily available facts, that there is reason to believe that the person to be indemnified ultimately will be found entitled to indemnification.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser Adviser. In addition, the Sub-Adviser shall indemnify and its assets hold harmless the Fund and the Adviser and against any liability that arose out of the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, Adviser's management of Oak Ridge Large-Cap Equity Fund pursuant to the trustees of Amended and Restated Investment Advisory Agreement with the Sub-adviserAdviser dated March 1, officers1999, employees or agents subject to the standard of Sub-adviser, or any of themcare set forth in this Agreement.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and the Adviser and the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund Advisor or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlling xxxxxxx (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser unless acting at the direction of Trust the Adviser or the Board, (b) the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser Adviser, unless acting at the direction of the Adviser or the Board, (c) the Sub-Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and agree duties under this Agreement provided that the obligations assumed by Sub-adviser pursuant Adviser's obligation in this regard shall be reduced to this the extent it is caused by or is otherwise directly related to the Fund's or the Adviser's own willful misfeasance, bad faith or gross negligence or to the reckless disregard of its duties under the Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser and its assets and Adviser unless acting at the Adviser and direction of the Fund shall not seek satisfaction of any such obligation from Board or the shareholders of Sub-adviser, the trustees of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themAdviser.

LIABILITY OF THE SUB-ADVISER. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties on the part of the The Sub-adviser or its officers, directors, employees, controlling persons, shareholders, and any other person or entity affiliated with the Sub-adviser, neither the Sub-adviser nor any of its officers, directors, employees, controlling persons, shareholders or any other person or entity affiliated with the Sub-adviser Adviser shall not be subject to liability liable to the Fund or to any shareholder or the Adviser Indemnitees (as defined below) for any act losses, claims, damages, liabilities or omission in the course of, litigation (including legal and other expenses) incurred or connected with, rendering services pursuant to this Agreement, including without limitation suffered by an Adviser Indemnitee as a result of any error of judgment or mistake of law or for any loss suffered by the Fund or any shareholder Sub-Adviser with respect to the Fund, except that nothing in connection with the matters to which this Agreement relates. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith and, therefore, nothing herein shall operate or purport to operate in any way constitute a waiver to exculpate, waive or limitation limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser, the Fund and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) by reason of or arising out of: (a) the Sub-Adviser being in violation of any rights which the Fund applicable federal or state law, rule or regulation or any shareholder of the Fund may have under any federal securities laws. The Sub-adviser shall not be liable for the acts and omissions of any independent contractor used by it nor for those of any bank, trust company, custodian, broker, dealer, futures commission merchant, other firm dealing in securities investment policy or other person with whom or into whose hands any monies, shares of the Fund, or securities and investments may be deposited or come into possession, pursuant to the provisions of this Agreement. The Adviser and the Fund are hereby expressly put on notice of the limitation of liability as restriction set forth in the Declaration Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, (b) the Fund's failure to satisfy the diversification or source of Trust income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-adviser and agree that Adviser, unless acting at the obligations assumed by direction of the Adviser, (c) the Sub-adviser pursuant to Adviser's willful misfeasance, bad faith or gross negligence generally in the performance of its duties hereunder or its reckless disregard of its obligations and duties under this Agreement will be limited or (d) the Fund being in violation of any case to applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund's Registration Statement or any written guidelines or instruction provided in writing by the Board or the Adviser, by reason of any action or omission of the Sub-adviser Adviser. In addition, the Sub-Adviser shall indemnify and its assets hold harmless the Fund and the Adviser and against any liability that arose out of the Fund shall not seek satisfaction of any such obligation from the shareholders of Sub-adviserAdviser's management of Oak Ridge Large - Cap Equity Fund pursuant to the Amended and Restated Investment Advisory Agreement with the Sub - Adviser dated March 1, 1999, subject to the trustees standard of Sub-adviser, officers, employees or agents of Sub-adviser, or any of themcare set forth in this Agreement.