Common use of Indemnification of the Adviser Clause in Contracts

Indemnification of the Adviser. Subject to and except as otherwise provided in the Securities Act of 1933, as amended, and the Act, the Trust shall indemnify the Adviser and each Adviser Employee (hereinafter collectively referred to as a “Covered Person”) against all liabilities, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and expenses, including reasonable accountants’ and counsel fees, 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 person may be or may have been threatened, while serving as the administrator for the Trust or as an Adviser Employee, or, thereafter, by reason of being or having been the administrator for the Trust or an Adviser Employee, including, but not limited to, liabilities arising due to any misrepresentation or misstatement in the Fund’s prospectus, other regulatory filings, and amendments thereto, or in other documents originating from the Trust. In no case shall a Covered Person be indemnified against any liability to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties of such Covered Person.