Common use of Indemnification of Covered Persons Clause in Contracts

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (c) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any liability and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the Trust extent such Damages are based upon, arise out of or its Shareholders are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by reason applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of willful misconduct amounts subsequently received from such other sources. Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or gross negligence of such Covered Person. (c) Expenses, including counsel fees, so incurred by any such of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. Expenses incurred by a Covered Person in defending a claim or proceeding may be paid from time to time by the Trust Fund in advance of the final disposition of any such action, suit claim or proceeding upon receipt of an undertaking by or on behalf of such proceeding; provided that (i) the Covered Person undertakes to repay amounts so paid to the Trust such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [___]% in Interest. The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification of such expenses is not authorized under this SectionSection 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partners.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no 16.2.1 Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any liability and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the Trust extent such Damages are based upon, arise out of or its Shareholders are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by reason applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of willful misconduct or gross negligence of amounts subsequently received from such Covered Personother sources. (c) Expenses, including counsel fees, so 16.2.2 Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or incurred by any such of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. 16.2.3 Expenses incurred by a Covered Person in defending a claim or proceeding may be paid from time to time by the Trust Fund in advance of the final disposition of any such action, suit claim or proceeding upon receipt of an undertaking by or on behalf of such proceeding; provided that (i) the Covered Person undertakes to repay amounts so paid to the Trust such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [ ]% in Interest. 16.2.4 The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification of such expenses is not authorized under this SectionSection 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partners. 16.2.5 Except as otherwise provided herein, the provisions of this Section 16.2 (

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) Company shall indemnify and hold harmless each a Covered Person to the fullest extent permitted under the [Pennsylvania Act], as the same now exists or may hereafter be amended, substituted or replaced (but, in the case of any such amendment, substitution or replacement only to the extent that such amendment, substitution or replacement permits the Company to provide broader indemnification rights than the Company is providing immediately prior to such amendment), against all claims, lossesexpenses, liabilities and expenseslosses (including attorneys’ fees, including but not limited to amounts paid in satisfaction of judgments, in compromise fines, excise taxes or as fines and penalties, and counsel fees ) reasonably incurred or suffered by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be (or may have been involved as a party one or otherwise or with which more of such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was Affiliates) in the best interests connection with, relating to, or arising out of the Trust business and except operations of the Company; provided that no Covered Person shall be indemnified against for any liability expenses, liabilities and losses suffered or incurred that are attributable to such Person’s gross negligence, willful misconduct, or such Person acting beyond the Trust or its Shareholders by reason of willful misconduct or gross negligence of authority granted to such Covered Person. (c) Member under this Agreement. Expenses, including counsel attorneys’ fees, so incurred by any such Covered Indemnified Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) defending a proceeding shall be paid from time to time by the Trust Company in advance of the final disposition of such proceeding, including any such actionappeal therefrom, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid such amount if it shall ultimately be determined that such Covered Person is not entitled to be indemnified by the Company. Notwithstanding anything contained herein to the Trust if it contrary (including in this Section 10.2), any indemnity by the Company relating to the matters covered in this Section shall be provided out of and to the extent of Company assets only and no Member (unless such Member otherwise agrees in writing or is ultimately determined that indemnification found in a final decision by a court of competent jurisdiction to have personal liability on account thereof) shall have personal liability on account thereof or shall be required to make additional Capital Contributions or loans to help satisfy such expenses is not authorized under this Sectionindemnity of the Company.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust shall (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately exclusively with assets from the Trust Estate) to the fullest extent the matter in question relates to a Fund or is otherwise disproportionate) shall permitted by applicable law, indemnify and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, liabilities suits, proceedings and expensesactions, including but not limited whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that have accrued, may accrue to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably be incurred by any Covered Person, or in which any Covered Person may become involved, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the Investments or other activities of the Trust, activities undertaken in connection with the defense or disposition of any actionTrust, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise relating to or with which such Covered Person may be arising out of this Agreement or may have been threatened, while in office the resulting agreements or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (c) Expensescontracts thereof, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by , and counsel fees and expenses incurred in connection with the Trust in advance of the final preparation for or defense or disposition of any such investigation, action, suit suit, arbitration or other proceeding upon receipt (a “Proceeding”), whether civil or criminal (all of an undertaking such Claims, amounts and expenses referenced in this Section 13.2 are referred to collectively as “Damages”), except to the extent that it shall have been determined by or on behalf a final and non-appealable judgment of a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to such settlement or otherwise relating to such Proceeding arose primarily from Disabling Conduct of any Covered Person. For such purposes, (i) Claims among the Manager employees, directors and officers solely relating to or arising out of the internal affairs of the Manager shall not be considered investment or other activities of the Trust and shall not be covered by the indemnification provisions in this Section 13.2, and (ii) no Covered Person to repay amounts so paid shall be liable to the Trust if or any Holder with respect to the accuracy or completeness of any information furnished by such Covered Person or any other Covered Person regarding any Investment where such information is obtained from a third party and not prepared by such Covered Person, to the extent that such Covered Person acts in good faith and in reliance upon such information and that such Covered Person discloses those facts when it is ultimately determined that indemnification of furnishes such expenses is not authorized under this Sectioninformation.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust.‌ (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no 16.2.1 Each GP Covered Person shall be indemnified and held harmless by the Fund, from and against any liability and all Damages that it suffers or incurs as a result of acts or omissions conducted by it on behalf of the Fund or its management of the affairs of the Fund. Notwithstanding the foregoing, no GP Covered Person shall be indemnified for or be held harmless from any Damages to the Trust extent such Damages are based upon, arise out of or its Shareholders are otherwise in connection with an Indemnification Exclusion Event. In all cases, no GP Covered Person shall be indemnified or held harmless hereunder without first using best efforts to be indemnified by, held harmless or otherwise reimbursed from other available sources (including Portfolio Companies and insurance coverage of either a Portfolio Company or as provided for pursuant to Section 13.6 (Insurance), to the fullest extent permitted by reason applicable law). Any indemnification amount paid hereunder shall be reduced by amounts received from such other sources and each GP Covered Person shall refund any indemnification payments to the extent of willful misconduct amounts subsequently received from such other sources.‌ 16.2.2 Each AC Covered Person shall be indemnified and held harmless by the Fund from and against any and all Damages suffered or gross negligence of such Covered Person. (c) Expenses, including counsel fees, so incurred by any such of them as a result of acts or omissions of the Advisory Committee or any member thereof. Notwithstanding the foregoing, no AC Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be entitled to indemnification hereunder against any Damages to the extent found by a court to be based upon, arise out of or otherwise are in connection with the bad faith of the relevant Advisory Committee member. For the avoidance of doubt, the actions or omissions of an Advisory Committee member made in the interest of the Limited Partner associated with such Advisory Committee member shall not be deemed bad faith. 16.2.3 Expenses incurred by a Covered Person in defending a claim or proceeding may be paid from time to time by the Trust Fund in advance of the final disposition of any such action, suit claim or proceeding upon receipt of an undertaking by or on behalf of such proceeding; provided that (i) the Covered Person undertakes to repay amounts so paid to the Trust such amount if it is ultimately determined that such Person was not entitled to be indemnified, and (ii) no expenses may be advanced to any Covered Person named as a party in any action brought by or on behalf of [ ]% in Interest. 16.2.4 The General Partner shall promptly report the commencement of any Proceeding or any claim for indemnification of such expenses is not authorized under this SectionSection 16.2 (Indemnification of Covered Persons), and the material details and developments in respect thereof, to the Limited Partners. 16.2.5 Except as otherwise provided herein, the provisions of this Section 16.2 (

Indemnification of Covered Persons. (a) For To the purpose of this Sectionfullest extent permitted by law, “Covered Person” includes any Person who is or was a Trusteethe Partnership shall indemnify, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify defend and hold harmless each Covered Person from and against any and all claimsdebts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and expensesnature (whether known or unknown, fixed or contingent), including but not limited those arising out of any lawsuit, action or proceeding (whether brought by a party to amounts paid in satisfaction of judgments, in compromise this Agreement or as fines and penalties, and counsel fees reasonably incurred by any Covered Personthird party), together with any reasonable costs and expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the defense foregoing (collectively “Damages”) suffered or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, sustained by him/her/it by reason of any act, omission or alleged act or omission as a Covered Person by him/her/it arising out of his/her/its activities taken primarily on behalf of the Partnership, or by reason at the request or with the approval of his the Partnership, or her being primarily in furtherance of the interests of the Partnership; provided, however, that the acts, omissions or having been such a Covered Person except with respect to any matter as to alleged acts or omissions upon which such Covered Person shall have been finally adjudicated in any such actionactual or threatened actions, suit proceedings or other proceeding not to have acted claims are based were performed or omitted in good faith and were not fraudulent, in the reasonable belief that such Covered Person’s action was in the best interests bad faith, a result of the Trust wanton and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of negligence, by such Covered Person. , a breach of duties, obligations or responsibilities of a Partner pursuant to Section 5.4.1 or a breach of any other provision of this Agreement. Expenses (c) Expenses, including counsel reasonable attorneys’ fees, so out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred by a Covered Person in defending any such Covered Person (but excluding amounts paid in satisfaction of judgmentslawsuit, in compromise action or as fines or penalties) proceeding shall be paid from time to time by the Trust Partnership in advance of the final disposition of any such actionlawsuit, suit action or proceeding upon receipt of an undertaking undertaking, by or on behalf of such Covered Person Person, to repay amounts so paid to the Trust such amount if it is shall ultimately be determined that indemnification of such expenses Covered Person is not entitled to be indemnified by the Partnership as authorized under by this SectionSection 6.2.

Indemnification of Covered Persons. (a) For To the purpose of this Sectionfullest extent permitted by law, “Covered Person” includes any Person who is or was a Trusteethe Company shall indemnify, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify defend and hold harmless each Covered Person from and against any and all claimsdebts, losses, claims, damages, costs, demands, fines, judgments, contracts (implied and expressed, written and unwritten), penalties, obligations, payments, liabilities of every type and expensesnature (whether known or unknown, fixed or contingent), including but not limited those arising out of any lawsuit, action or proceeding (whether brought by a party to amounts paid in satisfaction of judgments, in compromise this Agreement or as fines and penalties, and counsel fees reasonably incurred by any Covered Personthird party), together with any reasonable costs and expenses (including reasonable attorneys’ fees, out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred in connection with the defense foregoing (collectively “Damages”) suffered or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, sustained by him/her/it by reason of any act, omission or alleged act or omission as a Covered Person by him/her/it arising out of his/her/its activities taken primarily on behalf of the Company, or by reason at the request or with the approval of his the Company, or her being primarily in furtherance of the interests of the Company; provided, however, that the acts, omissions or having been such a Covered Person except with respect to any matter as to alleged acts or omissions upon which such Covered Person shall have been finally adjudicated in any such action, suit actual or other proceeding not to have acted threatened actions proceedings or claims are based were performed or omitted in good faith and were not fraudulent, in the reasonable belief that such Covered Person’s action was in the best interests bad faith, a result of the Trust wanton and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of negligence, by such Covered Person. . Expenses (c) Expensesincluding, including counsel reasonable attorneys’ fees, so out-of-pocket expenses and other reasonable costs and expenses incurred in investigating, preparing or defending any pending or threatened lawsuit, action or proceeding) incurred by any such a Covered Person (but excluding amounts paid in satisfaction of judgmentsdefending any lawsuit, in compromise action or as fines or penalties) proceeding shall be paid from time to time by the Trust Company in advance of the final disposition of any such actionlawsuit, suit action or proceeding upon receipt of an undertaking undertaking, by or on behalf of such Covered Person Person, to repay amounts so paid to the Trust such amount if it is shall ultimately be determined that indemnification of such expenses Covered Person is not entitled to be indemnified by the Company as authorized under by this SectionSection 9.02.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Each Person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such Person is or was a Trustee, Sponsor Covered Person or officer is or was serving at the request of the Trust. Fund as a manager, director, trustee, officer, employee or agent of another Person in which the Fund has or had any interest as a shareholder, creditor or otherwise (b) The Trust (or, in furtherance on Article IV Section 4(b)(iihereinafter an "indemnitee"), any Fund separately to whether the extent the matter basis for such proceeding is alleged action in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission an official capacity as a Covered Person or as a manager, director, trustee, officer, employee or agent of another Person or in any other capacity while serving as such, shall be indemnified and held harmless by reason of his the Fund from and against any and all demands, claims, expenses, liabilities and losses whatsoever (including, without limitation, attorneys' fees, judgments, fines, penalties and amounts paid in settlement) incurred or her being or having been suffered by such a Covered Person except indemnitee in connection therewith; provided that no indemnification shall be provided under this Section 13.1(a) for any indemnitee with respect to any matter as to which it shall ultimately be determined by final judicial decision from which there is no further right of appeal (hereinafter a "final adjudication") that such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding indemnitee did not to have acted act in good faith in the reasonable belief that such Covered Person’s his action was in the best interests interest of the Trust Fund and except therefore is not entitled to indemnification hereunder. It is understood and agreed that no Covered Person officers and employees of the Manager or the Investment Adviser who serve as officers, directors or trustees of BRC, BIC or any other Subsidiary of the Fund are serving in such capacity at the request of the Fund, and that BMR is serving as manager of BRC, BIC and other Subsidiaries at the request of the Fund. To the extent that the Act is hereafter amended to permit broader or more complete indemnification rights to any such indemnitee, then this Section 13.1(a) shall be indemnified against any liability deemed and construed to the Trust permit such broader or its Shareholders by reason of willful misconduct or gross negligence of such Covered Personmore complete indemnification rights. (cb) ExpensesThe indemnification rights conferred in Section 13.1(a) shall include the right to be paid by the Fund all expenses (including, including counsel without limitation, attorneys' fees, so ) incurred by in defending any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust proceeding in advance of the its final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf such indemnitee to repay all amounts so advanced if a final adjudication shall have determined that such indemnitee is not entitled to indemnification hereunder. The Fund shall be entitled to accept such undertaking without reference to the financial ability of such indemnitee to make repayment. The rights to indemnification and to the advancement of expenses conferred in Section 13.1(a) and 13.1(b) shall be contract rights and such rights shall continue as to any indemnitee who has ceased to be a Covered Person (or who has ceased to repay amounts so paid serve at the request of the Fund as a director, trustee, officer, employee or agent of another Person) and shall inure to the Trust if it is ultimately determined benefit of the indemnitee's heirs, executors, administrators, successors and assigns. (c) In any action brought by an indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Fund to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that indemnification of such expenses the indemnitee is not authorized entitled to be indemnified, or to such advancement of expenses, under this SectionSection 13.1 or otherwise shall be on the Fund. (d) The rights to indemnification and to the advancement of expenses conferred in this Section 13.1 shall not be exclusive of any other right that any Person may have or hereafter acquire under any statute, amendment or restatement of this Agreement, the By-Laws, contract or otherwise. (e) The Fund may maintain insurance, at its expense, to protect itself, the Manager, the Investment Adviser, any indemnitee, the Shareholders or any other Person against any claim, expense, liability or loss, whether or not the Fund would have the power to indemnify any such Person against such claim, expense, liability or loss under applicable law.

Indemnification of Covered Persons. (a) For To the purpose of this Sectionfullest extent permitted by applicable law, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claimsshall be entitled to indemnification from the Company for any loss, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise damage or as fines and penalties, and counsel fees reasonably claim incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person performed or omitted by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith on behalf of the Company and in a manner reasonably believed to be within the reasonable belief that scope of authority conferred on such Covered Person’s action was in the best interests of the Trust and Person by this Agreement, except that no Covered Person shall be entitled to be indemnified against in respect of any liability to the Trust loss, damage or its Shareholders claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or gross negligence omissions, PROVIDED, HOWEVER, that any indemnity under this Section 5.6(a) shall be provided out of such Covered Personand to the extent of Company assets only, and no Member shall have any personal liability on account thereof. (cb) ExpensesTo the fullest extent permitted by applicable law, reasonable expenses (including counsel legal fees, so ) incurred by any such a Covered Person (but excluding amounts paid in satisfaction of judgmentsdefending any claim, in compromise demand, action, suit or as fines or penalties) shall be paid proceeding shall, from time to time time, be advanced by the Trust in advance of Company prior to the final disposition of any such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such the Covered Person to repay amounts so paid such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 5.6(a) hereof. (c) The Company may, but is not required to, purchase and maintain insurance, to the Trust if it is ultimately determined extent and in such amounts as the Manager shall deem reasonable, on behalf of Covered Persons and such other Persons as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power or obligation to indemnify such Person against such liability under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons and such other Persons as the Manager shall determine and adopt written procedures 18 pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 5.6(b) hereof and containing such other procedures regarding indemnification of such expenses is not authorized under this Sectionas are appropriate.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the TrustTrust and does not include the Trustee. Indemnification of the Trustee is as set forth in Article III Section 9. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (c) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on of Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (c) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on of Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (cb) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund) shall indemnify and hold harmless each Covered Person to the fullest extent permitted by law. Without limiting the protection provided by the preceding sentence, the Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund or is otherwise disproportionateseparately to the extent the matter in question relates to a Fund) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any investigation, action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such investigation, action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful bad faith misconduct or gross negligence of such Covered Person. (c) ExpensesTo the maximum extent permitted by law, the Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund) shall advance the expenses incurred by any such Covered Person in connection with any civil, criminal administrative, or investigative proceeding or matter. Without limiting the protection provided by the preceding sentence, expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such investigation, action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section. (d) To the maximum extent permitted by law, a Covered Person shall be presumed entitled to the rights of indemnification and for advancement of expenses as set forth above. A Covered Person whose request for indemnification or advancement of expenses is denied shall have a right of appeal to another appropriate decision maker (which shall not be the Trustee unless in its sole discretion it agrees to do so) comparable to those set forth in 8 Del. C. § 145(d). (e) Any modification to the advancement or indemnification provisions set forth in this Section 5 shall not adversely affect any right or protection of an indemnitee with respect to any acts or omissions occurring prior to the time of the modification.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor Managing Owner or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (c) Expenses, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (orexclusively with assets from the Trust Estate) shall and hereby does, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the fullest extent the matter in question relates to a Fund or is otherwise disproportionate) shall permitted by applicable law, indemnify and hold harmless each Covered Person from and against any and all claims, demands, liabilities, costs, expenses, damages, losses, liabilities suits, proceedings and expensesactions, including but not limited whether judicial, administrative, investigative or otherwise, of whatever nature, known or unknown, liquidated or unliquidated (“Claims”), that have accrued, may accrue to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably could be incurred by any Covered Person, or in which any Covered Person may become involved in, as a party or otherwise, or with which any Covered Person may be threatened, relating to or arising out of the Investment or other activities of the Trust, activities undertaken in connection with the defense or disposition of any actionTrust, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise relating to or with which such Covered Person may be arising out of this Agreement or may have been threatened, while in office the agreements or thereafter, by reason of any alleged act or omission as a Covered Person or by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person’s action was in the best interests of the Trust and except that no Covered Person shall be indemnified against any liability to the Trust or its Shareholders by reason of willful misconduct or gross negligence of such Covered Person. (c) Expensescontracts derived thereof, including counsel fees, so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by , and counsel fees and expenses incurred in connection with the Trust in advance of the final preparation for or defense or disposition of any such investigation, action, suit suit, arbitration or other proceeding upon receipt (a “Proceeding”), whether civil or criminal (all of an undertaking such Claims, amounts and expenses referred to in this Clause 6.1 are referred to collectively as “Damages”), except to the extent that it shall have been determined by or on behalf a final and non-appealable judgment of a court of competent jurisdiction that such Damages arose primarily from Disabling Conduct of such Covered Person Person. The termination of any Proceeding by settlement shall not, of itself, create a presumption that any Damages relating to repay amounts so paid such settlement or otherwise relating to the Trust if it is ultimately determined that indemnification such Proceeding arose primarily from Disabling Conduct of any Covered Person. For such expenses is not authorized under this Section.purposes,

Indemnification of Covered Persons. (a) For To the purpose of this Sectionfullest extent permitted by applicable law, “Covered Person” includes any Person who is or was a Trustee, Sponsor or officer of the Trust. (b) The Trust (or, in furtherance on Article IV Section 4(b)(ii), any Fund separately to the extent the matter in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claimsshall be entitled to indemnification from the Company for any loss, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise damage or as fines and penalties, and counsel fees reasonably claim incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission as a Covered Person performed or omitted by reason of his or her being or having been such a Covered Person except with respect to any matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith on behalf of the Company and in a manner reasonably believed to be within the reasonable belief that scope of authority conferred on such Covered Person’s action was in the best interests of the Trust and Person by this Agreement, except that no Covered Person shall be entitled to be indemnified against in respect of any liability to the Trust loss, damage or its Shareholders claim incurred by such Covered Person by reason of gross negligence or willful misconduct with respect to such acts or gross negligence omissions, PROVIDED, HOWEVER, that any indemnity under this Section 5.6(a) shall be provided out of such Covered Personand to the extent of Company assets only, and no Member shall have any personal liability on account thereof. (cb) ExpensesTo the fullest extent permitted by applicable law, reasonable expenses (including counsel legal fees, so ) incurred by any such a Covered Person (but excluding amounts paid in satisfaction of judgmentsdefending any claim, in compromise demand, action, suit or as fines or penalties) shall be paid proceeding shall, from time to time time, be advanced by the Trust in advance of Company prior to the final disposition of any such claim, demand, action, suit or proceeding upon receipt by the Company of an undertaking by or on behalf of such the Covered Person to repay amounts so paid such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in Section 5.6(a) hereof. (c) The Company may, but is not required to, purchase and maintain insurance, to the Trust if it is ultimately determined extent and in such amounts as the Manager shall deem reasonable, on behalf of Covered Persons and such other Persons as the Manager shall determine, against any liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnities, regardless of whether the Company would have the power or obligation to indemnify such Person against such liability under the provisions of this Agreement. The Company may enter into indemnity contracts with Covered Persons and such other Persons as the Manager shall determine and adopt written procedures pursuant to which arrangements are made for the advancement of expenses and the funding of obligations under Section 5.6(b) hereof and containing such other procedures regarding indemnification of such expenses is not authorized under this Sectionas are appropriate.

Indemnification of Covered Persons. (a) For the purpose of this Section, “Covered Person” includes any Each Person who was or is made a party to or is threatened to be made a party to or is otherwise involved in any action, suit, arbitration or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "proceeding"), by reason of the fact that such Person is or was a Trustee, Sponsor Covered Person or officer is or was serving at the request of the Trust. Fund as a director, trustee, officer, employee or agent of another Person in which the Fund has or had any interest as a shareholder, creditor or otherwise (b) The Trust (or, in furtherance on Article IV Section 4(b)(iihereinafter an "indemnitee"), any Fund separately to whether the extent the matter basis for such proceeding is alleged action in question relates to a Fund or is otherwise disproportionate) shall indemnify and hold harmless each Covered Person against all claims, losses, liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person, in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any alleged act or omission an official capacity as a Covered Person or as a director, trustee, officer, employee or agent of another Person or in any other capacity while serving as such, shall be indemnified and held harmless by reason of his the Fund from and against any and all demands, claims, expenses, liabilities and losses whatsoever (including, without limitation, attorneys' fees, judgments, fines, penalties and amounts paid in settlement) incurred or her being or having been suffered by such a Covered Person except indemnitee in connection therewith; provided that no indemnification shall be provided under this Section 13.1(a) for any indemnitee with respect to any matter as to which it shall ultimately be determined by final judicial decision from which there is no further right of appeal (hereinafter a "final adjudication") that such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding indemnitee did not to have acted act in good faith in the reasonable belief that such Covered Person’s his action was in the best interests interest of the Trust Fund and except therefore is not entitled to indemnification hereunder. To the extent that no Covered Person the Act is hereafter amended to permit broader or more complete indemnification rights to any such indemnitee, then this Section 13.1(a) shall be indemnified against any liability deemed and construed to the Trust permit such broader or its Shareholders by reason of willful misconduct or gross negligence of such Covered Personmore complete indemnification rights. (cb) ExpensesThe indemnification rights conferred in Section 13.1(a) shall include the right to be paid by the Fund all expenses (including, including counsel without limitation, attorneys' fees, so ) incurred by in defending any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties) shall be paid from time to time by the Trust proceeding in advance of the its final disposition of any such action, suit or proceeding upon receipt of an undertaking by or on behalf such indemnitee to repay all amounts so advanced if a final adjudication shall have determined that such indemnitee is not entitled to indemnification hereunder. The Fund shall be entitled to accept such undertaking without reference to the financial ability of such indemnitee to make repayment. The rights to indemnification and to the advancement of expenses conferred in Section 13.1(a) and 13.1(b) shall be contract rights and such rights shall continue as to any indemnitee who has ceased to be a Covered Person (or who has ceased to repay amounts so paid serve at the request of the Fund as a director, trustee, officer, employee or agent of another Person) and shall inure to the Trust if it is ultimately determined benefit of the indemnitee's heirs, executors, administrators, successors and assigns. (c) In any action brought by an indemnitee to enforce a right to indemnification or to an advancement of expenses hereunder, or brought by the Fund to recover an advancement of expenses pursuant to the terms of an undertaking, the burden of proving that indemnification of such expenses the indemnitee is not authorized entitled to be indemnified, or to such advancement of expenses, under this SectionSection 13.1 or otherwise shall be on the Fund. (d) The rights to indemnification and to the advancement of expenses conferred in this Section 13.1 shall not be exclusive of any other right which any Person may have or hereafter acquire under any statute, amendment or restatement of this Agreement, the By-Laws, contract or otherwise. (e) The Fund may maintain insurance, at its expense, to protect itself, the Manager, the Investment Adviser, any indemnitee, the Shareholders or any other Person against any claim, expense, liability or loss, whether or not the Fund would have the power to indemnify any such Person against such claim, expense, liability or loss under applicable law.