Common use of Fund Disclosures Clause in Contracts

Fund Disclosures. (i) The Administrator shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) and other federal and state regulatory authorities as may be required by applicable law. (ii) Notwithstanding anything in Section 8 or elsewhere in this Agreement, the Administrator shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i) of this Agreement. (iii) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee of the Fund who is not an “interested person” of the Fund, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Administrator, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (iv) In addition to the indemnification provided in Section 8(b)(iii) of this Agreement, the Administrator agrees to indemnify and hold harmless the Independent Directors/Trustees for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the Administrator’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix) of this Agreement. (v) The parties expressly acknowledge that this Section 8(b) confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii) and 8(b)(iv) of this Agreement. The obligation of the Administrator to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b), shall remain in effect after the termination of this Agreement. (vi) The indemnification of the Fund provided for in Section 8(b)(iii) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (A) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; or (B) indemnification is not allowed under applicable law. (vii) The indemnification of an Independent Director/Trustee provided in Sections 8(b)(iii) and 8(b)(iv) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee is not covered by insurance held by the Fund or the Independent Director/Trustee , and shall not apply if: (A) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (B) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; (C) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (D) indemnification is not allowed under applicable law. (viii) The Administrator shall not be liable for indemnification of an Independent Director/Trustee under this Section 8(b) unless the Independent Director/Trustee has notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee (or after such Independent Director/Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator is not required if the Administrator had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ix) In the event of a request for indemnification from the Fund or an Independent Director/Trustee (“Indemnified Party”), the Administrator shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator and the Indemnified Party. (x) Section 8(a) shall not apply to a claim for indemnification under this Section 8(b).

Fund Disclosures. (ia) The Administrator shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) SEC and other federal and state regulatory authorities as may be required by applicable law. (iib) Notwithstanding anything in Section 8 9 or elsewhere in this Agreement, the Administrator shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i3(a) of this Agreement. (iiic) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee Director of the Fund who is not an “interested person” of the Fund, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Administrator, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (ivd) In addition to the indemnification provided in Section 8(b)(iii3(c) of this Agreement, the Administrator agrees to indemnify and hold harmless the Independent Directors/Trustees Directors for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the Administrator’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix3(i) of this Agreement. (ve) The parties expressly acknowledge that this Section 8(b) 3 confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement. The obligation of the Administrator to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b)3, shall remain in effect after the termination of this Agreement. (vif) The indemnification of the Fund provided for in Section 8(b)(iii3(c) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (Ai) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee Director for inclusion in the Fund’s Disclosure Documents; or (Bii) indemnification is not allowed under applicable law. (viig) The indemnification of an Independent Director/Trustee Director provided in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee Director is not covered by insurance held by the Fund or the Independent Director/Trustee , and shall not apply if: (Ai) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (Bii) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee Director for inclusion in the Fund’s Disclosure Documents; (Ciii) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (Div) indemnification is not allowed under applicable law. (viiih) The Administrator shall not be liable for indemnification of an Independent Director/Trustee Director under this Section 8(b) 3 unless the Independent Director/Trustee Director has notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee Director (or after such Independent Director/Trustee Director shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator is not required if the Administrator had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ixi) In the event of a request for indemnification from the Fund or an Independent Director/Trustee Director (“Indemnified Party”), the Administrator shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator and the Indemnified Party. (x) Section 8(a) shall not apply to a claim for indemnification under this Section 8(b).

Fund Disclosures. (i) The Administrator Manager shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) and other federal and state regulatory authorities as may be required by applicable law. (ii) Notwithstanding anything in Section 8 13 or elsewhere in this Agreement, the Administrator Manager shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i13(c)(i) of this Agreement. (iii) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator Manager shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee of the Fund who is not an “interested person” of the Fund, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the AdministratorManager’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the AdministratorManager, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (iv) In addition to the indemnification provided in Section 8(b)(iii13(c)(iii) of this Agreement, the Administrator Manager agrees to indemnify and hold harmless the Independent Directors/Trustees for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the AdministratorManager’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the AdministratorManager’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix13(c)(ix) of this Agreement. (v) The parties expressly acknowledge that this Section 8(b13(c) confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii13(c)(iii) and 8(b)(iv13(c)(iv) of this Agreement. The obligation of the Administrator Manager to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b13(c), shall remain in effect after the termination of this Agreement. (vi) The indemnification of the Fund provided for in Section 8(b)(iii13(c)(iii) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (A) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; or (B) indemnification is not allowed under applicable law. (vii) The indemnification of an Independent Director/Trustee provided in Sections 8(b)(iii13(c)(iii) and 8(b)(iv13(c)(iv) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee is not covered by insurance held by the Fund or the Independent Director/Trustee , and shall not apply if: (A) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (B) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; (C) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (D) indemnification is not allowed under applicable law. (viii) The Administrator Manager shall not be liable for indemnification of an Independent Director/Trustee under this Section 8(b13(c) unless the Independent Director/Trustee has notified the Administrator Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee (or after such Independent Director/Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator Manager is not required if the Administrator Manager had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator Manager shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ix) In the event of a request for indemnification from the Fund or an Independent Director/Trustee (“Indemnified Party”), the Administrator Manager shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator Manager and the Indemnified Party. (x) Section 8(aSections 13(a) and 13(b) shall not apply to a claim for indemnification under this Section 8(b13(c).

Fund Disclosures. (i) The Administrator Manager shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) and other federal and state regulatory authorities as may be required by applicable law. (ii) Notwithstanding anything in Section 8 13 or elsewhere in this Agreement, the Administrator Manager shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i13(c)(i) of this Agreement. (iii) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator Manager shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee of the Fund who is not an “interested person” of the Fund, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the AdministratorManager’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the AdministratorManager, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (iv) In addition to the indemnification provided in Section 8(b)(iii13(c)(iii) of this Agreement, the Administrator Manager agrees to indemnify and hold harmless the Independent Directors/Trustees for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the AdministratorManager’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the AdministratorManager’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix13(c)(ix) of this Agreement. (v) The parties expressly acknowledge that this Section 8(b13(c) confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii13(c)(iii) and 8(b)(iv13(c)(iv) of this Agreement. The obligation of the Administrator Manager to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b13(c), shall remain in effect after the termination of this Agreement. (vi) The indemnification of the Fund provided for in Section 8(b)(iii13(c)(iii) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (A) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; or (B) indemnification is not allowed under applicable law. (vii) The indemnification of an Independent Director/Trustee provided in Sections 8(b)(iii13(c)(iii) and 8(b)(iv13(c)(iv) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee is not covered by insurance held by the Fund or the Independent Director/Trustee Trustee, and shall not apply if: (A) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (B) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; (C) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (D) indemnification is not allowed under applicable law. (viii) The Administrator Manager shall not be liable for indemnification of an Independent Director/Trustee under this Section 8(b13(c) unless the Independent Director/Trustee has notified the Administrator Manager in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee (or after such Independent Director/Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator Manager is not required if the Administrator Manager had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator Manager shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ix) In the event of a request for indemnification from the Fund or an Independent Director/Trustee (“Indemnified Party”), the Administrator Manager shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator Manager and the Indemnified Party. (x) Section 8(aSections 13(a) and 13(b) shall not apply to a claim for indemnification under this Section 8(b13(c).

Fund Disclosures. (ia) The Administrator shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) SEC and other federal and state regulatory authorities as may be required by applicable law. (iib) Notwithstanding anything in Section 8 9 or elsewhere in this Agreement, the Administrator shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i3(a) of this Agreement. (iiic) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee Director of the Fund who is not an “interested person” of the Fund, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Administrator, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (ivd) In addition to the indemnification provided in Section 8(b)(iii3(c) of this Agreement, the Administrator agrees to indemnify and hold harmless the Independent Directors/Trustees Director for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the Administrator’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix3(i) of this Agreement. (ve) The parties expressly acknowledge that this Section 8(b) 3 confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement. The obligation of the Administrator to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b)3, shall remain in effect after the termination of this Agreement. (vif) The indemnification of the Fund provided for in Section 8(b)(iii3(c) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (Ai) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee Director for inclusion in the Fund’s Disclosure Documents; or (Bii) indemnification is not allowed under applicable law. (viig) The indemnification of an Independent Director/Trustee Director provided in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee Director is not covered by insurance held by the Fund or the Independent Director/Trustee Directors, and shall not apply if: (Ai) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (Bii) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee Director for inclusion in the Fund’s Disclosure Documents; (Ciii) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (Div) indemnification is not allowed under applicable law. (viiih) The Administrator shall not be liable for indemnification of an Independent Director/Trustee Director under this Section 8(b) 3 unless the Independent Director/Trustee Director has notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee Director (or after such Independent Director/Trustee Director shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator is not required if the Administrator had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ixi) In the event of a request for indemnification from the Fund or an Independent Director/Trustee Director (“Indemnified Party”), the Administrator shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator and the Indemnified Party. (x) Section 8(a) shall not apply to a claim for indemnification under this Section 8(b).

Fund Disclosures. (ia) The Administrator shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) SEC and other federal and state regulatory authorities as may be required by applicable law. (iib) Notwithstanding anything in Section 8 9 or elsewhere in this Agreement, the Administrator shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i3(a) of this Agreement. (iiic) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee trustee of the Fund who is not an “interested person” of the Fund, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Administrator, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (ivd) In addition to the indemnification provided in Section 8(b)(iii3(c) of this Agreement, the Administrator agrees to indemnify and hold harmless the Independent Directors/Trustees for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the Administrator’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix3(i) of this Agreement. (ve) The parties expressly acknowledge that this Section 8(b) 3 confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement. The obligation of the Administrator to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b)3, shall remain in effect after the termination of this Agreement. (vif) The indemnification of the Fund provided for in Section 8(b)(iii3(c) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (Ai) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; or (Bii) indemnification is not allowed under applicable law. (viig) The indemnification of an Independent Director/Trustee provided in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee is not covered by insurance held by the Fund or the Independent Director/Trustee Trustees, and shall not apply if: (Ai) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (Bii) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the Fund’s Disclosure Documents; (Ciii) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (Div) indemnification is not allowed under applicable law. (viiih) The Administrator shall not be liable for indemnification of an Independent Director/Trustee under this Section 8(b) 3 unless the Independent Director/Trustee has notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee (or after such Independent Director/Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator is not required if the Administrator had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ixi) In the event of a request for indemnification from the Fund or an Independent Director/Trustee (“Indemnified Party”), the Administrator shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator and the Indemnified Party. (x) Section 8(a) shall not apply to a claim for indemnification under this Section 8(b).

Fund Disclosures. (ia) The Administrator shall be responsible for preparing the Fund’s registration statements and supplements to the Fund’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) SEC and other federal and state regulatory authorities as may be required by applicable law. (iib) Notwithstanding anything in Section 8 9 or elsewhere in this Agreement, the Administrator shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i3(a) of this Agreement. (iiic) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator shall indemnify and hold harmless the Fund and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee Director of the Fund who is not an “interested person” of the Fund, person (as such term is defined in the 1940 Act Act) of the Fund (an “Independent Director/Trustee”), if such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the Fund’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Administrator, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (ivd) In addition to the indemnification provided in Section 8(b)(iii3(c) of this Agreement, the Administrator agrees to indemnify and hold harmless the Independent Directors/Trustees Director for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the Fund’s Disclosure Documents, subject to the Administrator’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix3(i) of this Agreement. (ve) The parties expressly acknowledge that this Section 8(b) 3 confers rights and remedies upon the Fund and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement. The obligation of the Administrator to provide indemnification to the Fund and the Independent Directors/Trustees, as set forth in this Section 8(b)3, shall remain in effect after the termination of this Agreement. (vif) The indemnification of the Fund provided for in Section 8(b)(iii3(c) of this Agreement shall apply only to the extent that any loss to the Fund is not covered by insurance held by the Fund, and shall not apply if: (Ai) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee Director for inclusion in the Fund’s Disclosure Documents; or (Bii) indemnification is not allowed under applicable law. (viig) The indemnification of an Independent Director/Trustee Director provided in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee Director is not covered by insurance held by the Fund or the Independent Director/Trustee Directors, and shall not apply if: (Ai) losses are actually indemnified by the Fund, consistent with the Fund’s organizational documents; (Bii) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee Director for inclusion in the Fund’s Disclosure Documents; (Ciii) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (Div) indemnification is not allowed under applicable law. (viiih) The Administrator shall not be liable for indemnification of an Independent Director/Trustee Director under this Section 8(b) 3 unless the Independent Director/Trustee Director has notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee Director (or after such Independent Director/Trustee Director shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator is not required if the Administrator had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ixi) In the event of a request for indemnification from the Fund or an Independent Director/Trustee Director (“Indemnified Party”), the Administrator shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator and the Indemnified Party. (x) Section 8(a) shall not apply to a claim for indemnification under this Section 8(b).

Fund Disclosures. (ia) The Administrator shall be responsible for preparing the FundTrust’s registration statements and supplements to the FundTrust’s prospectuses and statements of additional information (“Disclosure Documents”), and for filing or arranging for the filing of such Disclosure Documents with the Securities and Exchange Commission (“SEC”) SEC and other federal and state regulatory authorities as may be required by applicable law. (iib) Notwithstanding anything in Section 8 9 or elsewhere in this Agreement, the Administrator shall exercise reasonable care consistent with a fiduciary duty in fulfilling its responsibilities under Section 8(b)(i3(a) of this Agreement. (iiic) In the event of a claim, litigation, liability, or a regulatory action or investigation (collectively, a “Disclosure Claim”) that arises out of or is based upon the disclosure in a Disclosure Document for the Fund Trust (including, but not limited to, a claim arising from an untrue statement or alleged untrue statement in a registration statement for the Fund Trust or an omission or alleged omission of a material fact required to be stated therein or necessary to make statements made in a registration statement not misleading), the Administrator shall indemnify and hold harmless the Fund Trust and each individual who, during the term of this Agreement, serves or had served as a Director/Trustee trustee of the Fund Trust who is not an “interested person” of the FundTrust, as such term is defined in the 1940 Act (an “Independent Director/Trustee”), if such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation or filing of the FundTrust’s Disclosure Documents for the loss, costs, or damages, including amounts paid in settlement with the written consent of the Administrator, which consent shall not be unreasonably withheld, and including reasonable legal and other expenses, that arise from such Disclosure Claim. (ivd) In addition to the indemnification provided in Section 8(b)(iii3(c) of this Agreement, the Administrator agrees to indemnify and hold harmless the Independent Directors/Trustees for the costs of defense of a Disclosure Claim, including reasonable attorney’s fees, regardless of whether such Disclosure Claim arises from the Administrator’s failure or alleged failure to exercise reasonable care consistent with a fiduciary duty in the preparation of the FundTrust’s Disclosure Documents, subject to the Administrator’s right to assume the defense of such Disclosure Claim pursuant to Section 8(b)(ix3(i) of this Agreement. (ve) The parties expressly acknowledge that this Section 8(b) 3 confers rights and remedies upon the Fund Trust and each Independent Director/Trustee, including the right to enforce the indemnification provided for in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement. The obligation of the Administrator to provide indemnification to the Fund Trust and the Independent Directors/Trustees, as set forth in this Section 8(b)3, shall remain in effect after the termination of this Agreement. (vif) The indemnification of the Fund Trust provided for in Section 8(b)(iii3(c) of this Agreement shall apply only to the extent that any loss to the Fund Trust is not covered by insurance held by the FundTrust, and shall not apply if: (Ai) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the FundTrust’s Disclosure Documents; or (Bii) indemnification is not allowed under applicable law. (viig) The indemnification of an Independent Director/Trustee provided in Sections 8(b)(iii3(c) and 8(b)(iv3(d) of this Agreement shall apply only to the extent that any loss to the Independent Director/Trustee is not covered by insurance held by the Fund Trust or the Independent Director/Trustee Trustees, and shall not apply if: (Ai) losses are actually indemnified by the FundTrust, consistent with the FundTrust’s organizational documents; (Bii) the disclosure giving rise to the Disclosure Claim was provided by or on behalf of an Independent Director/Trustee for inclusion in the FundTrust’s Disclosure Documents; (Ciii) losses are the result of willful misfeasance, bad faith, gross negligence or reckless disregard on the part of an Independent Director/Trustee; or (Div) indemnification is not allowed under applicable law. (viiih) The Administrator shall not be liable for indemnification of an Independent Director/Trustee under this Section 8(b) 3 unless the Independent Director/Trustee has notified the Administrator in writing within a reasonable time after the summons or other first legal process giving information of the nature of the Disclosure Claim is served upon such Independent Director/Trustee (or after such Independent Director/Trustee shall have received notice of such service on any designated agent); provided, however, that notification of the Administrator is not required if the Administrator had actual knowledge about the nature of the Disclosure Claim. In the event of a request for indemnification from an Independent Director/Trustee, the Administrator shall pay advances to the fullest extent permissible under the 1940 Act and applicable state law. (ixi) In the event of a request for indemnification from the Fund Trust or an Independent Director/Trustee (“Indemnified Party”), the Administrator shall be entitled, upon notice to the Indemnified Party, to assume the defense of any Disclosure Claim against the Indemnified Party, with counsel satisfactory to the Administrator and the Indemnified Party. (x) Section 8(a) shall not apply to a claim for indemnification under this Section 8(b).