Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Manager or the Trust as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserTrust, the Manager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager in the performance of any of its duties or obligations hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-an Adviser IndemniteesIndemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser or its Affiliates with respect to any Fund or (ii) for any failure to recommend the purchase or sale of any security on behalf of any Fund on the basis of any information which might, in the Sub-Adviser’s reasonable opinion, constitute a violation of any federal or state laws, rules or regulations; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to any Fund by the Portfolio(s), the Trust or the Adviser, Sub-Adviser or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to any Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, any Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesAdviser.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors, partners, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Advisor or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Fund, the TrustAdvisor, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Advisor Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Advisor Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectusany Registration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Advisor or the Trust Fund by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser Advisor, the Fund and their respective Affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdvisor, howeverthe Fund and their respective Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Advisor for, and the Adviser Advisor shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Advisor in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectusany Registration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Adviser Advisor that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Sub-Adviser or the Trust Fund by the Sub-Adviser IndemniteesAdvisor Indemnitees for use therein.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Manager or the Trust as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserTrust, the Manager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-an Adviser IndemniteesIndemnitee for use therein.

Liability and Indemnification. A. Except It is expressly understood and intended that the Grantee, as the recipient of grant funds, is not an officer, employee or agent of Miami-Dade County, its Board of County Commissioners, its Mayor, the Department of Cultural Affairs or the Cultural Affairs Council. Further, for purposes of the Agreement and the grant project or activity, the parties hereto agree that the Grantee, its officers, agents and employees are independent contractors. The Grantee shall take all actions as may otherwise be necessary to ensure that its officers, agents, employees, assignees and/or subcontractors shall not act as nor give the appearance of that of an agent, servant, joint venturer, collaborator or partner of the Department of Cultural Affairs, the Cultural Affairs Council, the Miami-Dade County Mayor, the Miami-Dade County Board of County Commissioners, or its employees. The Grantee agrees to be responsible for all work performed and all expenses incurred in connection with the project. The Grantee may subcontract as necessary to perform the services set forth in the Agreement, including entering into subcontracts with vendors for services and commodities, provided that it is understood by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the SubGrantee that Miami-Adviser Dade County shall not be liable to the subcontractor for any losses, claims, damages, expenses or liabilities or litigation (including reasonable attorneys fees) incurred or suffered by under the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser forsubcontract, and that the Sub-Adviser Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. The Grantee shall indemnify and hold harmless the Adviser County and the Trustits officers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) employees, agents and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, instrumentalities from any and all lossesliability, claims, losses or damages, liabilities including attorneys’ fees and costs of defense, which the County or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees its officers, employees, agents or instrumentalities may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser incur as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damagesdemands, liabilities law suits, causes of actions or litigation (including reasonable legal and other expenses) to which proceedings of any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act kind or any other statute, or at common law or otherwise, nature arising out of of, relating to or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in resulting from the performance of the Agreement by the Grantee or its employees, agents, servants, partners, principals or subcontractors. The Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any of its duties kind or obligations hereunder or (ii) any untrue statement of a material fact contained nature in the Prospectusname of the County, proxy materialswhere applicable including appellate proceedings, reportsand shall pay all costs, advertisementsjudgments, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser and attorneys’ fees which may issue thereon. The Grantee expressly understands and agrees that was any insurance protection required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesAgreement or otherwise provided shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the County or its officers, employees, agents and instrumentalities as herein provided.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Adviser to properly notify the Subadviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Subadviser Indemnitees may be subject or (iiiii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesan Subadviser Indemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.in

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Subadviser by an Adviser or the Trust by the Sub-Adviser IndemniteesIndemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, bad faith or altered by contract)gross negligence, neither the Sub-Adviser nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of incurred or suffered by the Adviser Indemnitees may become subject under the Securities ActInvestment Adviser, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to each Fund. B. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933, as amended) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the ProspectusProspectuses or Statements of Additional Information, proxy materials, reportsadvertisements or sales literature, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust by the Sub-Adviser in writing and intended for use therein. C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Adviser and the Sub-Adviser shall each, jointly and severally, indemnify and hold harmless the Fund and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Fund Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Investment Adviser’s or the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser and Sub-Adviser shall not indemnify or hold harmless the Fund Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Fund or the Trust of a Fund representation or warranty made herein or (ii) any willful misconduct, fraud, reckless disregard or gross negligence of the Fund or Trust in the performance of any of its duties or obligations hereunder. D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Liability and Indemnification. A. Except as may otherwise (a) Subadvisor shall be provided by responsible for the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including exercise of reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Advisercare in carrying out its responsibilities hereunder; provided, however, that nothing in no provision of this Agreement be construed to protect any trustee, director, officer, agent or employee of Subadvisor or an affiliate from liability by reason of gross negligence, willful malfeasance, bad faith in the performance of such person's duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Notwithstanding any other provision of this Agreement, no party shall operate be liable for any actions or purport omissions taken or made pursuant to operate this Agreement unless such actions or omissions result from gross negligence, willful malfeasance, or bad faith in any way the performance of such party's duties or by reason of reckless disregard of obligations and duties hereunder. (b) ACGIM agrees to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless Subadvisor and its officers, directors, employees, agents, affiliates and each person, if any, who controls Subadvisor within the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 meaning of the Securities Act) Act of 1933 (collectively, “Adviser Indemnitees”the "Indemnified Parties" for purposes of this Section 7(b)) against, against any and all losses, claims, damagesexpenses, damages or liabilities (including amounts paid in settlement thereof) or litigation expenses (including reasonable legal and other expenses) (collectively, "Losses"), to which any of the Adviser Indemnitees Indemnified Parties may become subject under the Securities Actsubject, the Investment Company Actinsofar as such Losses result from gross negligence, the Advisers Act willful malfeasance or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser faith in the performance of any by the Corporation or ACGIM of its respective duties or obligations hereunder or (ii) reckless disregard by the Corporation or ACGIM of its respective duties hereunder. ACGIM will reimburse any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature legal or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust expenses reasonably incurred by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act Indemnified Parties in connection with investigating or defending any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser such Losses. ACGIM shall not be liable for indemnification hereunder if such Losses are attributable to the gross negligence, willful malfeasance or bad faith of Subadvisor in performing its obligations under this Agreement. ACGIM shall not be liable for special, consequential or incidental damages. (c) Subadvisor agrees to indemnify and hold harmless ACGIM and the Corporation, and their respective officers, directors, employees, agents, affiliates and each person, if any, who controls ACGIM or the Corporation within the meaning of the Securities Act of 1933 (collectively, the "Indemnified Parties" for purposes of this Section 7(c)) against any lossesLosses to which the Indemnified Parties may become subject, claimsinsofar as such Losses result from gross negligence, damageswillful malfeasance, liabilities or litigation (including reasonable attorneys fees) bad faith in performance by Subadvisor or its affiliates of their duties hereunder or reckless disregard by Subadvisor or its affiliates of their duties hereunder. Subadvisor will reimburse any legal or other expenses reasonably incurred or suffered by the Sub-Adviser as Indemnified Parties in connection with investigating or defending any such Losses. Subadvisor shall not be liable for indemnification hereunder if such Losses are attributable to the gross negligence, willful malfeasance or bad faith of ACGIM or the Corporation in performing their obligations under this Agreement. Subadvisor shall not be liable for special, consequential or incidental damages. (d) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a result claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7, except to the extent the indemnifying party shall have been prejudiced thereby. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (e) If the indemnifying party assumes the defense of any error such action, the indemnifying party shall not, without the prior written consent of judgmentthe indemnified parties in such action, mistake of law, settle or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit compromise the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined indemnified parties in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statutesuch action, or at common law permit a default or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of consent to the Adviser in the performance entry of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained judgment in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleadingrespect thereof, unless in connection with such statement settlement, compromise or omission was made consent, each indemnified party receives from such claimant an unconditional release from all liability in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesrespect of such claim.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “"Sub-Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Manager or the Trust as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserTrust, the Manager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser "Manager Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Manager with respect to the Portfolio, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Manager in the performance of any of its duties or obligations hereunder, (ii) any failure by the Manager to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Manager which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by an Adviser Indemnitee for use therein. c. Any indemnified person under this section shall not settle, terminate, appeal or otherwise dispose of any claim that may fall under this indemnification section without the Sub-Adviser Indemniteesprior written consent of the indemnifying party, which consent shall not be unreasonably withheld.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company Act or 1940 Act, any other U.S. federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of Cayman Islands law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Company or the Trust as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Company, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserTrust, the Company, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser IndemniteesCompany Indemnities”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Company Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, Cayman Islands law, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Company or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Company or the Trust by the Adviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act, any other U.S. federal securities law or Cayman Islands law, the Company and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser as a result of any error of judgment or mistake of law by the Company, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Company for, and the Company shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Company in the performance of any of its duties or obligations hereunder, (ii) any failure by the Company to properly notify the Adviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Adviser Indemnitees may be subject or (iii) any untrue statement of a material fact contained in the Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Company or the omission to state therein a material fact known to the Company or Trust which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Company or the Trust by the Sub-a Adviser IndemniteesIndemnitee for use therein.

Liability and Indemnification. A. Except to the extent otherwise required by applicable law, regulation or fund transfer system rule, to the extent any Service or transaction is (a) governed by or otherwise involves transactions governed by Article 4A of the Uniform Commercial Code as may otherwise be provided by in effect in the Investment Company Act or any other federal securities law state in which the main office of the Bank is located (whose provisions may not be waived or altered by contract“UCC Article 4A”), the Sub-Adviser liability of the parties shall be governed by this Agreement and the applicable provisions of UCC Article 4A and the Bank shall only be liable for Customer’s actual damages and then only to the extent such damages are recoverable under UCC Article 4A, or (b) not governed by UCC Article 4A, the liability of the Parties shall be governed by a standard of ordinary care, in which case the Bank shall only be liable for Customer’s actual damages and then only to extent caused by the Bank’s failure to exercise ordinary care. The Bank will be deemed to have exercised ordinary care if its actions or failure to act have been in conformity with this Agreement, the applicable Security Procedure and the Bank’s other ordinary procedures. In no event shall the Bank be liable for damages in excess of the lesser of 1.) The loss sustained by the Customer or 2.) The amount customer has paid for service fees over the course of the prior 6 months, except to the extent otherwise required by UCC Article 4A or other applicable laws and regulations. In the event that Customer is entitled to interest on any unauthorized or erroneously executed payment order under UCC Article 4A, the Bank will not be liable for interest unless Customer notifies Bank in writing that such payment order was not authorized or properly executed within [20] calendar days following Customer’s receipt of notification either of the acceptance of such payment order or the debiting of such order to one of Customer’s accounts at the Bank. THE BANK SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES UNDER THIS AGREEMENT, EVEN IF BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The Bank shall not be liable for any losses, claims, damages, liabilities delays or litigation (including reasonable attorneys fees) incurred failures in the performance or suffered by the Portfolio(s), the Trust or the Adviser as a result completion of any error of judgmentits obligations under or with respect to this Agreement, mistake beyond its reasonable control; including, but not limited to, delays or failures directly or indirectly caused by fire, flood, storm, earthquake, strikes, lockouts, labor difficulties, sabotage, war, insurrection, military operation, national emergency, mechanical, electrical or computer system breakdown, riot or civil commotion; failures of lawtransportation, communications or power supply; any order, requisition, request or recommendation of any governmental agency or acting governmental authority or either Party's compliance therewith; government regulation, or other action acts of God or omission by causes beyond either the Sub-Adviser; providedBank’s reasonable control, however, that nothing in this Agreement shall operate whether similar or purport dissimilar to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser such causes. Customer shall indemnify and hold the Bank harmless the Adviser and the Trustfrom any cost, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities liability or litigation expense (including reasonable legal attorneys’ fees) arising from (a) any claim by a third party alleging that any transaction or other activity contravenes or compromises the rights, title or interest of any third party, or violates any applicable law, rule, regulation, fund transfer system rule, ordinance, court order or other mandate or prohibition, or (b) the breach of any representation, warranty, or covenant made by Customer to the Bank in this Agreement (“Claim”), except to the extent the Claim is caused directly by the Bank’s failure to act in accordance with Customer’s instructions given pursuant to and other expensesin the manner required by this Agreement. This paragraph shall survive termination of this Agreement with respect to acts or omissions occurring during its term. Customer will indemnify the Bank and its directors, officers, employees, agents, successors, and assigns from and against (i) to all liability, loss, or damages of any kind which may be imposed upon, incurred by, or asserted against any of them as the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act result of any act or omission in any other statute, way relating to or at common law or otherwise, arising out of this Agreement or based on (i) any willful misconductLoan Transaction, bad faith, reckless disregard or gross negligence except in the case of the Sub-Adviser bad faith or willful misconduct of the Bank (provided that reliance, without further investigation, on any oral, telephonic, telegraphic, electronic, or written request, notice, or instruction believed in good faith to have been given or signed by Customer will in no event constitute bad faith or willful misconduct by the performance of any of its duties or obligations hereunder or Bank); and (ii) all costs and expenses of any untrue statement of a material fact contained in the Prospectuskind (including, proxy materialsbut not limited to, reportsreasonable attorneys’ fees) which may be imposed upon, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviserincurred by, or asserted against any of them as the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action act or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way relating to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of this Agreement or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or Transaction. The obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesthis Section will survive termination of this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Adviser or the Adviser Company as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Company, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust Company by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Company shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesCompany.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser Advisers shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdvisers; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon upon, incomplete information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser does not make any warranty that the investment performance of the Portfolio will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser. The Sub-Adviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Portfolio in connection with fluctuations arising from market movements and other events outside the control of the Sub-Adviser; it being understood that any guideline or policy breaches resulting from market movements may result in restrictions on Sub-Adviser’s activities. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Sub-Adviser Advisers as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserAdvisers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its their duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon upon, incomplete information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except (a) The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an “Indemnitee,” collectively the “Indemnitees”) to the same extent as the Company may otherwise be provided by indemnify its officers, directors and employees under its Charter and bylaws so long as: (i) the Investment Company Act Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or any other federal securities law expense was in the best interests of the Company; (whose provisions may not be waived ii) the Indemnitee was acting on behalf of, or altered by contract)performing services on the part of, the Sub-Adviser Company; (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder. (b) The Company shall not be liable indemnify any Indemnitee seeking indemnification for any losses, claims, damages, liabilities or litigation expenses arising from, or out of, an alleged violation of federal or state securities laws (including reasonable attorneys fees“Securities Claims”) unless one or more of the following conditions are met: (i) there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged material Securities Claims as to such Indemnitee; (ii) the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification for the costs of settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and of the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for Securities Claims. (c) The Company shall advance amounts to Indemnitees entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the Indemnitee for or on behalf of the Company; (ii) any untrue statement the legal action is initiated by a third party who is not a Stockholder or the legal action is initiated by a Stockholder acting in his or her capacity as such and a court of a material fact contained competent jurisdiction specifically approves advancement; and (iii) the Indemnitee receiving advances undertakes in writing to repay the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining advanced funds to the Portfolio(s)Company, together with the Trust or applicable legal rate of interest thereon, in cases in which the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required party is found not to be stated therein or necessary entitled to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnification. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorneys’ fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorneys’ fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, directly arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, directly arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder, or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesa Subadviser Indemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, bad faith or altered by contract)gross negligence, the neither Sub-Adviser nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Actincurred or suffered by Investment Adviser, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to each Fund. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of Sub-Adviser’s action or inaction or based on this Agreement; provided however, Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the ProspectusProspectus or SAI, proxy materials, reportsadvertisements or sales literature, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to Investment Adviser by Sub-Adviser in writing and intended for use therein. C. Notwithstanding anything in this Agreement to the contrary contained herein, Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to Investment Adviser or the Trust by resulting from any event beyond the reasonable control of Sub-Adviser Indemniteesor its agents, including but not limited to nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedManager with respect to the Allocated Portion, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Manager for, and the Adviser Manager shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser Manager that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)a) The Company’s officers, the Sub-Adviser Managers, the Members and their Affiliates, and their partners, officers, directors, employees and agents, shall not be liable liable, responsible or accountable in damages or otherwise to the Company or the other Members for any lossesacts or omissions that do not constitute gross negligence, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of lawwillful misconduct, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability a breach of the Sub-Adviser forexpress terms of this Agreement, and the Sub-Adviser Company shall indemnify to the maximum extent permitted under the Act and hold save harmless the Adviser Company’s officers, the Managers and the TrustMembers and their Affiliates, and their partners, officers, directors, employees and agents (individually, an “Indemnitee”) from all affiliated persons thereof liabilities for which indemnification is permitted under the Act. Any act or omission performed or omitted by an Indemnitee on advice of legal counsel or an independent consultant who has been employed or retained by the Company shall be presumed to have been performed or omitted in good faith without gross negligence or willful misconduct. THE PARTIES RECOGNIZE THAT THIS PROVISION SHALL RELIEVE ANY SUCH INDEMNITEE FROM ANY AND ALL LIABILITIES, OBLIGATIONS, DUTIES, CLAIMS, ACCOUNTS AND CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY ORDINARY NEGLIGENCE BY ANY SUCH INDEMNITEE, AND SUCH INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE. (b) The Company shall, to the maximum extent permitted under the Act, pay or reimburse expenses incurred by an Indemnitee in connection with the Indemnitee’s appearance as defined a witness or other participation in Section 2(a)(3a proceeding involving or affecting the Company at a time when the Indemnitee is not a named defendant or respondent in the proceeding. (c) The Board shall have the right to require that any contract entered into by the Company provide that the Board shall have no personal liability for the obligations of the Investment Company Actthereunder. (d) and all controlling persons thereof (as described The indemnification provided by this Section 5.5 shall be in Section 15 addition to any other rights to which each Indemnitee may be entitled under any agreement or vote of the Securities Act) (collectivelyMembers, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any as a matter of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out both as to action in the Indemnitee’s capacity as a Member or an officer, director, employee or agent of a Member or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence as a Person serving at the request of the Sub-Adviser Company as set forth above and to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the performance benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitees; provided that the indemnification provided by this Section 5.5 shall be the primary source of indemnification with respect to the matters addressed herein, without regard to other potential sources of indemnification, reimbursement or contribution (subject to applicable express provisions of any of its duties or obligations hereunder or (iiinsurance policy to which the Company is a party) any untrue statement of a material fact contained in and the ProspectusCompany irrevocably waives, proxy materialsrelinquishes and releases all right to contribution, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act subrogation or any other federal securities law recovery of any kind from NGP or its Affiliates and insurance provided by NGP or its Affiliates to any Indemnitee; and provided, further, no advancement or payment by NGP, its Affiliates or insurance provided by any of them to an Indemnitee with respect to any claim for which an Indemnitee has sought indemnification from the Company shall affect the foregoing and NGP and its Affiliates shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company. The Company and each Member agree that NGP, its Affiliates and the insurers they engage to provide insurance to Indemnitees are express third party beneficiaries of the terms of this Section 5.5(d). (whose provisions e) In no event may not be waived or altered an Indemnitee subject the Members to personal liability by contract), the Adviser reason of this indemnification provision. (f) An Indemnitee shall not be liable for any losses, claims, damages, liabilities denied indemnification in whole or litigation (including reasonable attorneys fees) incurred or suffered in part under this Section 5.5 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the Sub-Adviser as a result terms of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesAgreement.

Liability and Indemnification. A. Except 17.1 The Purchaser does not and shall not assume any liability for any claims arising out of the occurrence of any event or the existence of any condition prior to the Closing Date with respect to the Project, except for any claims which survive the Closing as may otherwise be provided by expressly set forth herein. 17.2 From and after the Investment Company Act or any other federal securities law Closing Date for a period of one (whose provisions may not be waived or altered by contract1) year (the “Liability Expiration Period”), the Sub-Adviser shall not be liable for Seller agrees to indemnify, defend and hold harmless Purchaser, and Purchaser's successors and assigns, from and against any lossesand all claims, claimspenalties, damages, liabilities or litigation liabilities, actions, causes of action, costs and expenses (including reasonable attorneys attorneys' fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser arising out of, as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on a consequence of: (i) any willful misconductproperty damage or injuries to persons, bad faithincluding death, reckless disregard caused by the occurrence of any event or gross negligence the existence of any condition at the Project prior to the Closing Date other than those caused by Purchaser; (ii) any liabilities, obligations or indebtedness of Seller, whether relating to or in connection with the Seller's use, possession, operation, repair and maintenance of the Sub-Adviser in Project prior to the performance Closing Date; (iii) any breach by Seller of any of its duties representations, warranties, or obligations hereunder set forth herein or in any other document or instrument delivered by Seller in connection with the consummation of the transactions contemplated herein; (iv) clean up costs and future response costs incurred by Purchaser under the Environmental Laws arising with respect to or in connection with a condition which existed or any event which occurred prior to the Closing Date; (v) any breach of the lessor's obligations under the Tenant Leases which occurred prior to the Closing Date or as a result of the Seller's failure to deliver any tenant security or other deposits to the Purchaser; and (vi) any breach of the Seller’s obligations under the Project Contracts which occurred prior to the Closing Date, unless caused by Purchaser, whether or not the Purchaser has elected to take an assignment of the Project Contract, or as a result of the Seller’s termination of any Project Contract which is not assigned to Purchaser. 17.3 From and after the Closing Date until the end of the Liability Expiration Period, the Purchaser agrees to indemnify, defend and hold harmless Seller from and against any and all claims, penalties, damages, liabilities, actions, causes of action, costs and expenses (including attorneys' fees), arising out of, as a result of or as a consequence of: (i) any breach of the lessor's obligations under the Tenant Leases which occurs subsequent to the Closing Date, (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust breach by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance Purchaser of any of its duties representations, warranties, or obligations hereunder set forth herein or in any other document or instrument delivered by Purchaser in connection with the consummation of the transactions contemplated herein; and (iiiii) any untrue statement breach of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials Purchaser's obligations under the Project Contracts assigned to Purchaser at its request which occurs subsequent to the Closing Date. 17.4 Except for any claims pertaining to title matters or for fraud, no claim under this Section 17 that survives Closing shall be actionable or payable unless the Portfolio(sactual damages for all such breaches with respect to the Project collectively aggregate more than FIFTY THOUSAND DOLLARS ($50,000.00) (the “Threshold Amount”), in which event the Trust amount of such claims in excess of the Threshold Amount shall be actionable. Notwithstanding the foregoing, and except for any claims pertaining to title matters or for fraud, the Adviser, or the omission to state therein a material fact known maximum liability for Seller for all aggregate claims made by Purchaser with respect to the Adviser that was required to be stated therein or necessary to make Project shall not exceed FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) (the statements therein not misleading“Liability Cap”). 17.5 PURCHASER HEREBY ACKNOWLEDGES AND AGREES THAT EXCEPT FOR SELLER’S WARRANTIES IN SECTIONS 9.1 AND 21.1 OF THIS AGREEMENT, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the SubTHIS SALE IS MADE ON AN “AS-Adviser IndemniteesIS” BASIS WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED) BY SELLER AND THAT PURCHASER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL, ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROJECT.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, fraud, reckless disregard or altered by contract)gross negligence, neither the Sub-Adviser nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of incurred or suffered by the Adviser Indemnitees may become subject under the Securities ActInvestment Adviser, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to each Fund. B. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its members, officers, employees, consultants, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933, as amended) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made in this Agreement, (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder under this Agreement, or (iiiii) any untrue statement of a material fact contained in the Prospectusa Fund’s Prospectus or Statement of Additional Information, proxy materials, reportsadvertisements or sales literature, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust by the Sub-Adviser in writing and intended for use therein. C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Adviser and the Sub-Adviser shall each, severally and not jointly, indemnify and hold harmless the Fund and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Fund Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Investment Adviser’s or the Sub-Adviser’s, as applicable, willful misconduct, fraud, reckless disregard or gross negligence in carrying out its obligations under this Agreement. D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviserposition; provided, however, that nothing the Sub-Adviser shall be responsible for, and shall indemnify and hold the Fund and the Adviser and each of their respective Trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), harmless against, any and all Losses (as defined below) arising out of or resulting from a “Trade Error” (as defined in this Agreement shall operate the Compliance Manual of the Fund, as the same may be amended from time to time) caused by the negligent action or purport to operate in any way to exculpate, waive or limit the liability negligent omission of the Sub-Adviser foror its agent. The Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to any material changes to the definition of Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a), and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. b. The Sub-Adviser acknowledges that it has received notice of and accepts the limitations upon the Fund’s liability set forth in its Agreement and Declaration of Trust, as amended. The Sub-Adviser agrees that any of the Fund’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any other series of the Trust or any Trustees or officer, employee or agent of the Fund or other series of the Trust. c. The Sub-Adviser shall indemnify the Fund and hold harmless the Adviser and each of their respective trustees, members, officers, employees and shareholders, and each person, if any, who controls the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) Fund or the Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, and hold them harmless from, any and all losses, claims, damages, liabilities liabilities, costs and expenses (including, without limitation, reasonably incurred attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”) asserted by any third party in so far as such Losses (or litigation (including reasonable legal and other expensesactions with respect thereto) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising arise out of or are based on upon (i) any willful misconductactual material misstatement or omission in the Fund’s Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund relating to disclosure provided in written materials to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents; or (ii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Sub-Adviser in the performance of any of its duties under this Agreement or reckless disregard of obligations hereunder or (iiduties hereunder. For the avoidance of doubt, it is acknowledged and agreed that the indemnity in this Section 9(c) shall not operate to limit in any untrue statement of a material fact contained in way the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust indemnification granted by the Sub-Adviser Indemnitees to the Adviser, the Fund, or the Trust (as defined belowon behalf of the Fund) for use thereinin Section 9(a) above. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the d. The Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by indemnify the Sub-Adviser as a result and each of any error of judgmentits officers, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser foremployees and partners, and the Adviser shall indemnify and hold harmless each person, if any, who controls the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, and hold them harmless from, any and all lossesLosses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i) any actual material misstatement or omission in the Fund’s Registration Statement, claimsany proxy statement, damages, liabilities or litigation communication to current or prospective investors in the Fund (including reasonable legal and other expenses) than a misstatement or omission relating to which any of disclosure provided in written materials to the Adviser or the Fund by the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on for inclusion in such documents); (iii) any willful misconductaction or inaction by the Sub-Adviser that the Sub-Adviser has made or refrained from making, as applicable, in good faith pursuant to and consistent with the Adviser’s written instructions to the Sub-Adviser; or (iii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Adviser in the performance of any of its duties under this Agreement or reckless disregard of obligations hereunder or (ii) duties hereunder. e. Promptly after receipt of notice of any untrue statement of a material fact contained in the Prospectusaction, proxy materialsarbitration, reportsclaim, advertisementsdemand, sales literature dispute, investigation, lawsuit or other materials pertaining proceeding (each a “Proceeding”) by a party seeking to be indemnified under Section 9(a), 9(c) or 9(d) (the Portfolio(s“Indemnified Party”), the Trust Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under Section 9(a), 9(c) or 9(d) (the Adviser“Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding; provided that, or the omission failure to state therein a material fact known so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Adviser that was required Indemnified Party. No Indemnifying Party shall be liable under this section for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be stated therein sought hereunder. f. The rights of indemnification provided in this section shall not be exclusive of or necessary affect any other rights to make the statements therein not misleading, unless such statement which any person may be entitled by contract or omission was made in reliance upon information furnished to the Adviser or the Trust otherwise by the Sub-Adviser Indemniteeslaw.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), a) The duties of the Sub-Adviser shall be confined to those expressly set forth herein. The Sub-Adviser (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or entity affiliated with the Sub-Adviser) shall not be liable for any losses, claims, damages, liabilities action taken or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission omitted to be taken by the Sub-Adviser; provided, however, that nothing Adviser or such other person in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in connection with the performance of any of its duties or obligations hereunder hereunder, except to the extent resulting from willful misfeasance, bad faith or (ii) any untrue statement of a material fact contained gross negligence in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviserperformance of its duties, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleadingby reason of reckless disregard of its obligations and duties hereunder, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except except as may otherwise be provided by the Investment Company Act or any other federal securities under provisions of applicable state law (whose provisions may which cannot be waived or altered by contractmodified hereby. As used in this Section 7(a), the term “Sub-Adviser” shall include, without limitation, the Sub-Adviser’s affiliates and the Sub-Adviser’s and its affiliates’ respective partners, shareholders, directors, members, principals, officers, employees and other agents of the Sub-Adviser. (i) Except as set forth in clause (ii), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by indemnify the Sub-Adviser as a result (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any error of judgmentother person or entity affiliated with the Sub-Adviser) (collectively, mistake of lawthe “Indemnified Parties”), for any liability, losses, damages, costs and expenses, including reasonable attorneys’ fees and amounts reasonably paid in settlement (“Losses”), howsoever arising from, or other action in connection with, the Sub-Adviser’s performance of its obligations under this Agreement and (ii) the Adviser shall indemnify the Indemnified Parties for any Losses arising from, or omission by in connection with, the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of the performance of its obligations under this Agreement or the Advisory Agreement; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability case of clauses (i) and (ii) the Adviser for, and the Sub-Adviser shall indemnify and hold harmless not be indemnified for any Losses that may be sustained as a result of the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any ’s willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence of the Adviser in the performance of any its duties, or by reason of reckless disregard of its obligations and duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteeshereunder.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees, and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding, or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviserposition; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability obligations of the Sub-Adviser forin respect to “Trade Error” or “Compliance Error” (as defined in the Procedures, as the same may be amended from time to time) shall be as set forth in the Procedures. Prior to effecting any material change to the definitions in the Procedures of Trade Error or Compliance Error (or to any associated obligations or liabilities of the Sub-Adviser), Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to the material change becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error or Compliance Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a) and Section 9(c) below, and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. b. The Sub-Adviser acknowledges that it has received notice of and accepts the limitations upon the Fund’s liability set forth in its Agreement and Declaration of Trust, as amended. The Sub-Adviser agrees that any of the Fund’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any other series of the Trust or any Trustees or officer, employee, or agent of the Fund or other series of the Trust. c. The Sub-Adviser shall indemnify the Fund and hold harmless the Adviser and each of their respective trustees, members, officers, employees, and shareholders, and each person, if any, who controls the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) Fund or the Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, and hold them harmless from, any and all losses, claims, damages, liabilities liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”) asserted by any third party in so far as such Losses (or litigation (including reasonable legal and other expensesactions with respect thereto) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising arise out of or are based on upon (i) any willful misconductactual material misstatement or omission in the Fund’s Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund relating to disclosure provided to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents; or (ii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Sub-Adviser in the performance of any its duties under this Agreement or reckless disregard of its obligations or duties or obligations hereunder or (iihereunder. For the avoidance of doubt, it is acknowledged and agreed that the indemnity in this Section 9(c) shall not operate to limit in any untrue statement of a material fact contained in way the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust indemnification granted by the Sub-Adviser Indemnitees to the Adviser, the Fund, or the Trust (as defined belowon behalf of the Fund) for use thereinin Section 9(a) above. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the d. The Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by indemnify the Sub-Adviser as a result and each of any error of judgmentits partners/members, mistake of lawofficers, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser foremployees and shareholders, and the Adviser shall indemnify and hold harmless each person, if any, who controls the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, and hold them harmless from, any and all lossesLosses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i) any actual material misstatement or omission in the Fund’s Registration Statement, claimsany proxy statement, damages, liabilities or litigation communication to current or prospective investors in the Fund (including reasonable legal and other expenses) than a misstatement or omission relating to which any of disclosure provided to the Adviser or the Fund by the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on for inclusion in such documents); (iii) any action or inaction by the Sub-Adviser that the Sub-Adviser has made or refrained from making, as applicable, in good faith pursuant to and consistent with the Adviser’s written instructions to the Sub-Adviser; or (iii) the bad faith, willful misconduct, bad faith, reckless disregard or gross negligence of by the Adviser in the performance of any its duties under this Agreement or reckless disregard of its obligations or duties or obligations hereunder or (ii) hereunder. e. Promptly after receipt of notice of any untrue statement of a material fact contained in the Prospectusaction, proxy materialsarbitration, reportsclaim, advertisementsdemand, sales literature dispute, investigation, lawsuit, or other materials pertaining proceeding (each a “Proceeding”) by a party seeking to be indemnified under Section 9(c) or 9(d) (the Portfolio(s“Indemnified Party”), the Trust Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under Section 9(c) or 9(d) (the Adviser“Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding; provided that, or the omission failure to state therein a material fact known so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Adviser that was required Indemnified Party. No Indemnifying Party shall be liable under this section for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be stated therein sought hereunder. f. The rights of indemnification provided in this section shall not be exclusive of or necessary affect any other rights to make the statements therein not misleading, unless such statement which any person may be entitled by contract or omission was made in reliance upon information furnished to the Adviser or the Trust otherwise by the Sub-Adviser Indemniteeslaw.

Liability and Indemnification. A. Except as may otherwise be provided 10.1 The Licensee undertakes to indemnify the Licensor against all liabilities, claims, demands, expenses, actions, costs, damages or loss arising out of breach or alleged breach by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), Licensee in regard to the Sub-Adviser Licensee’s obligations under this Agreement. Such indemnity shall survive the termination of this Agreement. 10.2 The Licensor shall not be liable to the Licensee for consequential, indirect, special or exemplary damages including but not limited to damages for loss of profits, business or anticipated benefits whether arising under tort, contract, negligence or otherwise whether or not foreseen, reasonably foreseeable or advised of the possibility of such damages. 10.3 No responsibility is assumed by the Licensor for any lossesinjury and/or damage to persons or property as a matter of product liability, claimsnegligence or otherwise, damagesor from any use or operation of any methods, liabilities products, instructions or litigation (including reasonable attorneys fees) incurred ideas contained in any item or suffered Product supplied by the Portfolio(s)Licensor under this Agreement. 10.4 The express terms of this Agreement are in lieu of: (a) all warranties, the Trust or the Adviser as a result of any error of judgmentconditions, mistake of undertakings, terms and obligations implied by statute, common law, trade usage, course of dealing or other action otherwise including but not limited to any implied warranties of merchantability or omission fitness for any particular purpose all of which are hereby excluded to the fullest extent permitted by law; and (b) any implied terms as to the Sub-Adviser; providedperformance of computers or networks when used in conjunction with the Product, howevermaterials, that nothing information, goods, services, technology and/or editorial content provided under this Agreement. 10.5 Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive exclude or limit either Party’s liability for: (a) death or personal injury resulting from the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance either Party or their servants, agents or employees; (b) fraud or fraudulent misrepresentation; or (c) breach of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining implied condition as to the Portfolio(s), the Trust or the Advisertitle, or the omission ability to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinexercise any right granted under this Agreement. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing 10.6 Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit prevent the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject Licensor from claiming for amounts lawfully due under the Securities Actterms of this Agreement or operate to limit any liability resulting from any infringement or breach of Intellectual Property Rights by the Licensee. 10.7 Where the Licensor is liable to the Licensee for negligence, the Investment Company Act, the Advisers Act breach of contract or any other statute, or at common law or otherwise, cause of action arising out of or based on (i) any willful misconductthis Agreement, bad faith, reckless disregard or gross negligence such liability shall not exceed the amount equal to the total sum of the Adviser in Fees (exclusive of all taxes) paid by the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining Licensee to the Portfolio(s), Licensor since the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesEffective Date.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “"Sub-Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, “"Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “"Sub-Adviser Indemnitees”") against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except (a) The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may otherwise be provided by indemnify its officers, directors, employees and agents under its Articles of Incorporation and bylaws so long as: (i) the Investment Company Act Indemnitee has determined, in good faith, that the course of conduct that caused the loss, liability or any other federal securities law expense was in the best interests of the Company; (whose provisions may not be waived ii) the Indemnitee was acting on behalf of, or altered by contract)performing services for, the Sub-Adviser Company; (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder. (b) The Company shall not be liable indemnify any person or entity for any losses, claims, damages, liabilities or litigation expenses arising from, or out of, an alleged violation of federal or state securities laws by any party seeking indemnity unless one or more of the following conditions are met: (including reasonable attorneys feesi) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular person or entity; (ii) the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular person or entity; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for securities law violations. (c) The Company shall advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the Indemnitee for or on behalf of the Company; (ii) the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advance; and (iii) the Indemnitee receiving the advances undertakes to repay any untrue statement monies advanced by the Company, together with the applicable legal rate of interest thereon, in any case(s) in which a material fact contained in court of competent jurisdiction finds that the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required party is not entitled to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnified. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) its employees, officers, trustees, directors and Trust shareholders solely where the funds of the Investment Company Act) Trust are offered as insurance products and all controlling persons thereof (as described in Section 15 the shareholder of the Securities Act) fund is limited to the insurance company offering the insurance product (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) its employees, officers, trustees and all controlling persons thereof (as described in Section 15 of the Securities Actdirectors) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser, including its officers, directors, employees and affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser and Adviser Indemnitees shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) Indemnitees against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorneys fees) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorneys fees) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder, or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesa Subadviser Indemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by position for the Sub-AdviserFund; provided, however, that nothing the Sub-Adviser shall be responsible for, and shall indemnify and hold the Fund and the Adviser and each of their respective Trustees, members, officers, employees and shareholders, and each person, if any, who controls the Fund or the Adviser within the meaning of Section 15 of the Securities Act of 1933, as amended (the “Securities Act”), harmless against, any and all Losses (as defined below) arising out of or resulting from a “Trade Error” (as defined in this Agreement shall operate the Compliance Manual of the Fund, as the same may be amended from time to time) caused by the negligent action or purport to operate in any way to exculpate, waive or limit the liability negligent omission of the Sub-Adviser foror its agent. The Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to any material changes to the definition of Trade Error becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a), and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. b. The Sub-Adviser acknowledges that it has received notice of and accepts the limitations upon the Fund’s liability set forth in its Agreement and Declaration of Trust, as amended. The Sub-Adviser agrees that any of the Fund’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any other series of the Trust or any Trustees or officer, employee or agent of the Fund or other series of the Trust. c. The Sub-Adviser shall indemnify the Fund and hold harmless the Adviser and each of their respective trustees, members, officers, employees and shareholders, and each person, if any, who controls the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) Fund or the Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, and hold them harmless from, any and all losses, claims, damages, liabilities liabilities, costs and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”) asserted by any third party in so far as such Losses (or litigation (including reasonable legal and other expensesactions with respect thereto) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising arise out of or are based on upon (i) any willful misconductactual material misstatement or omission in the Fund’s Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund relating to disclosure provided in written materials to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents; or (ii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Sub-Adviser in the performance of any its duties under this Agreement or reckless disregard of its obligations or duties or obligations hereunder or (iihereunder. For the avoidance of doubt, it is acknowledged and agreed that the indemnity in this Section 9(c) shall not operate to limit in any untrue statement of a material fact contained in way the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust indemnification granted by the Sub-Adviser Indemnitees to the Adviser, the Fund, or the Trust (as defined belowon behalf of the Fund) for use thereinin Section 9(a) above. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the d. The Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by indemnify the Sub-Adviser as a result and each of any error of judgmentits partners, mistake of lawmembers, or other action or omission by the Adviser; providedofficers, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser foremployees and shareholders, and the Adviser shall indemnify and hold harmless each person, if any, who controls the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, and hold them harmless from, any and all lossesLosses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i) any actual material misstatement or omission in the Fund’s Registration Statement, claimsany proxy statement, damages, liabilities or litigation communication to current or prospective investors in the Fund (including reasonable legal and other expenses) than a misstatement or omission relating to which any of disclosure provided in written materials to the Adviser or the Fund by the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on for inclusion in such documents); (iii) any willful misconductaction or inaction by the Sub-Adviser that the Sub-Adviser has made or refrained from making, as applicable, in good faith pursuant to and consistent with the Adviser’s written instructions to the Sub-Adviser; or (iii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Adviser in the performance of any its duties under this Agreement or reckless disregard of its obligations or duties or obligations hereunder or (ii) hereunder. e. Promptly after receipt of notice of any untrue statement of a material fact contained in the Prospectusaction, proxy materialsarbitration, reportsclaim, advertisementsdemand, sales literature dispute, investigation, lawsuit or other materials pertaining proceeding (each a “Proceeding”) by a party seeking to be indemnified under Section 9(c) or 9(d) (the Portfolio(s“Indemnified Party”), the Trust Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under Section 9(c) or 9(d) (the Adviser“Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding; provided that, or the omission failure to state therein a material fact known so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Adviser that was required Indemnified Party. No Indemnifying Party shall be liable under this section for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be stated therein sought hereunder. f. The rights of indemnification provided in this section shall not be exclusive of or necessary affect any other rights to make the statements therein not misleading, unless such statement which any person may be entitled by contract or omission was made in reliance upon information furnished to the Adviser or the Trust otherwise by the Sub-Adviser Indemniteeslaw.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedManager with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Manager for, and the Adviser Manager shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser Manager that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the a Sub-Adviser IndemniteesIndemnitee.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.in

Liability and Indemnification. A. Except (a) The Company shall indemnify the Property Manager and its affiliates, officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may otherwise be provided by indemnify its officers, directors, employees and agents under its Articles of Incorporation and Bylaws so long as: (i) the Investment Board of Directors of the Company Act has determined, in good faith, that the course of conduct that caused the loss, liability or any other federal securities law expense was in the best interests of the Company; (whose provisions may not be waived ii) the Indemnitee was acting on behalf of, or altered by contract)performing services for, the Sub-Adviser Company; (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder. (b) The Company shall not be liable indemnify any person or entity for any losses, claims, damages, liabilities or litigation expenses arising from, or out of, an alleged violation of federal or state securities laws by any party seeking indemnity unless one or more of the following conditions are met: (including reasonable attorneys feesi) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular person or entity; (ii) the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular person or entity; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for securities law violations. (c) The Company shall advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the Indemnitee for or on behalf of the Company; (ii) the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advancement; and (iii) the Indemnitee receiving the advances undertakes to repay any untrue statement monies advanced by the Company, together with the applicable legal rate of interest thereon, in any case(s) in which a material fact contained in court of competent jurisdiction finds that the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required party is not entitled to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnified. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, in the absence of willful misconduct, bad faith, gross negligence and breach of fiduciary duty, neither Sub-Adviser nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the incurred or suffered by Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust Fund as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to the Fund. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of Sub-Adviser’s action or inaction or based on this Agreement; provided however, Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of, or breach of the fiduciary duty by, Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reportsadvertisements or sales literature, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to Investment Adviser by Sub-Adviser in writing and intended for use therein. C. Notwithstanding anything in this Agreement to the contrary contained herein, Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to Investment Adviser or the Trust by Fund resulting from any event beyond the reasonable control of Sub-Adviser Indemniteesor its agents, including but not limited to nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Fund’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. Sub-Adviser shall at all times while this Agreement is in effect have adopted and instituted commercially reasonable business continuity and disaster recovery policies and procedures.

Liability and Indemnification. A. Except (a) The Company shall indemnify the Property Manager and its affiliates, officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may otherwise be provided by indemnify its officers, directors, employees and agents under its Articles of Incorporation and Bylaws so long as: (i) the Investment Board of Directors of the Company Act has determined, in good faith, that the course of conduct that caused the loss, liability or any other federal securities law expense was in the best interests of the Company; (whose provisions may not be waived ii) the Indemnitee was acting on behalf of, or altered by contract)performing services for, the Sub-Adviser Company; (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any stockholder. (b) The Company shall not be liable indemnify any person or entity for any losses, claims, damages, liabilities or litigation expenses arising from, or out of, an alleged violation of federal or state securities laws by any party seeking indemnity unless one or more of the following conditions are met: (including reasonable attorneys feesi) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular person or entity; (ii) the claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular person or entity; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for securities law violations. (c) The Company shall advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the Indemnitee for or on behalf of the Company or a Property Owner; (ii) the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advancement; and (iii) the Indemnitee receiving the advances undertakes to repay any untrue statement monies advanced by the Company, together with the applicable legal rate of interest thereon, in any case(s) in which a material fact contained in court of competent jurisdiction finds that the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required party is not entitled to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnified. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)Exhibitor agrees to defend, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser National Safety Council and the Trustits affiliates, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) subsidiaries, licensee, distributors, officers, agents, employees, members and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectivelysuccessors and assigns, “Adviser Indemnitees”) against, from and against any and all judgments, actions, fines, losses, claims, claims or damages, liabilities expenses or litigation (liabilities, including reasonable legal and other expensesattorneys’ fees, arising out of: (i) to which Exhibitor’s construction or maintenance of an exhibit including any of the Adviser Indemnitees may become subject under the Securities Actcondition, the Investment Company Act, the Advisers Act or any other statute, or at common law defective or otherwise, of any apparatus, equipment or fixtures furnished by the Exhibitor in connection with its exhibit; (ii) any act, omission, negligence or willful misconduct of Exhibitor or its agents, (iii) any actual or alleged claims that any laws, rules or regulations were violated or any person or property was damaged or injured (including, without limitation, death) at the Event or in connection with activities associated with the Event due to the actions of the Exhibitor or its agent, whether direct or indirect; (iv) any claim that the Exhibitor Marks (defined below) misappropriate, violate or infringe any third party rights, including, without limitation, patents, copyrights, trademarks, service marks, trade names or domain names; and/or (v) Exhibitor’s breach or alleged breach of its agreements made hereunder, which indemnification obligations shall survive the expiration or termination of the Agreement. Exhibitor shall be fully responsible to pay for any and all damages to property owned by the Conference Venue (defined below), its owners or managers, which results from any act or omission of Exhibitor. The Exhibitor assumes the entire responsibility for and hereby agrees to protect, indemnify, defend and hold harmless the National Safety Council, GES and the ASM Global Parent, Inc., the City & County of Denver, and their respective officers, agents, employees, assigns, and contractor of these three are named as additional insured against all claims, charges, losses and damages to persons or property, governmental charges or fines and attorney’s fees arising out of or based on (i) caused by the Exhibitor, or their employees’ or agents’ installation, removal, maintenance, occupancy or use of exhibit premises or a part thereof. Exhibitor’s liability shall include all losses, costs, damages, or expenses arising from or out of or by reason of any willful misconductaccident or bodily injury or other occurrences to any person or persons, bad faithincluding the Exhibitor, reckless disregard its agents, employees, and business invitees which arise from or gross negligence out of the Sub-Adviser in Exhibitor’s occupancy and use of the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s)exhibition premises, the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act hotel or any other federal securities law (whose provisions may not be waived part thereof. The Exhibitor expressly releases National Safety Council and all aforementioned individuals from any and all claims for such loss, damage or altered by contract), the Adviser injury. National Safety Council shall not be responsible for the security of Exhibitor’s equipment or proprietary software or hardware information. This limitation of liability applies to equipment for use in the exhibit area, general session, conference sessions, and any other conference rooms or facilities. It is Exhibitor’s responsibility to maintain proper insurance coverage for its property and liability. Further, in no event shall National Safety Council be liable to exhibitor for any lossesspecial, claimsindirect, damagesreliance, liabilities incidental or litigation consequential damages of any kind, lost or damaged data, lost profits or lost revenue, whether arising in contract, tort, (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgmentnegligence), mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, even if National Safety Council has been notified of the possibility thereof. Under no circumstances will National Safety Council aggregate liability for all claims arising out under or relating to this agreement, regardless of the forum and regardless of the weather any action or claim is based on (i) any willful misconductcontract, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Advisertort, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein otherwise, exceed one thousand dollars ($1,000). This limitation of liability is cumulative and not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesper incident.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Adviser to properly notify the Subadviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Subadviser Indemnitees may be subject or (iiiii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesa Subadviser Indemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorneys’ fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)a) The Company’s officers, the Sub-Adviser Board, the Members and their Affiliates, and their partners, officers, directors, employees and agents, shall not be liable liable, responsible or accountable in damages or otherwise to the Company or the other Members for any lossesacts or omissions that do not constitute gross negligence, claimswillful misconduct, damages, liabilities a breach of fiduciary duty or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability breach of the Sub-Adviser forexpress terms of this Agreement, and the Sub-Adviser Company shall indemnify to the maximum extent permitted under the Act and hold save harmless the Adviser Company’s officers, the Board and the TrustMembers and their Affiliates, and their partners, officers, directors, employees and agents (individually, an “Indemnitee”) from all affiliated persons thereof liabilities for which indemnification is permitted under the Act. Any act or omission performed or omitted by an Indemnitee on advice of legal counsel or an independent consultant who has been employed or retained by the Company shall be presumed to have been performed or omitted in good faith without gross negligence or willful misconduct. THE PARTIES RECOGNIZE THAT THIS PROVISION SHALL RELIEVE ANY SUCH INDEMNITEE FROM ANY AND ALL LIABILITIES, OBLIGATIONS, DUTIES, CLAIMS, ACCOUNTS AND CAUSES OF ACTION WHATSOEVER ARISING OR TO ARISE OUT OF ANY ORDINARY NEGLIGENCE BY ANY SUCH INDEMNITEE, AND SUCH INDEMNITEE SHALL BE ENTITLED TO INDEMNIFICATION FROM ACTS OR OMISSIONS THAT MAY CONSTITUTE ORDINARY NEGLIGENCE. (b) The Company shall, to the maximum extent permitted under the Act, pay or reimburse expenses incurred by an Indemnitee in connection with the Indemnitee’s appearance as defined a witness or other participation in Section 2(a)(3a proceeding involving or affecting the Company at a time when the Indemnitee is not a named defendant or respondent in the proceeding. (c) The Board shall have the right to require that any contract entered into by the Company provide that the Board shall have no personal liability for the obligations of the Investment Company Actthereunder. (d) and all controlling persons thereof (as described The indemnification provided by this Section 5.5 shall be in Section 15 addition to any other rights to which each Indemnitee may be entitled under any agreement or vote of the Securities Act) (collectivelyMembers, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any as a matter of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out both as to action in the Indemnitee’s capacity as a Member or an officer, director, employee or agent of a Member or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence as a Person serving at the request of the Sub-Adviser Company as set forth above and to action in another capacity, and shall continue as to an Indemnitee who has ceased to serve in such capacity and shall inure to the performance benefit of the heirs, successors, assigns, administrators and personal representatives of the Indemnitees; provided that the indemnification provided by this Section 5.5 shall be the primary source of indemnification with respect to the matters addressed herein, without regard to other potential sources of indemnification, reimbursement or contribution (subject to applicable express provisions of any of its duties or obligations hereunder or (ii) any untrue statement of insurance policy to which the Company is a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sparty), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as (e) In no event may otherwise be provided an Indemnitee subject the Members to personal liability by the Investment Company Act or any other federal securities law reason of this indemnification provision. (whose provisions may not be waived or altered by contract), the Adviser f) An Indemnitee shall not be liable for any losses, claims, damages, liabilities denied indemnification in whole or litigation (including reasonable attorneys fees) incurred or suffered in part under this Section 5.5 because the Indemnitee had an interest in the transaction with respect to which the indemnification applies if the transaction was otherwise permitted by the Sub-Adviser as a result terms of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesAgreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser Advisers shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdvisers; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser Advisers as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserAdvisers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its their duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except (a) The Company shall, subject to the limitations imposed by Maryland statutory or decisional law, as may otherwise be provided by amended or interpreted, indemnify and pay or reimburse reasonable expenses to the Investment Company Act Advisor and its Affiliates, provided, that: (i) the Advisor or other party seeking indemnification has determined, in good faith, that the course of conduct which cased the loss or liability was in the best interest of the Company; (ii) the Advisor or other person seeking indemnification was acting on behalf of or performing services on the part of the Company; (iii) such liability or loss was not the result of negligence, misconduct or a knowing violation of the criminal law or any other federal or state securities law laws on the part of the indemnified party; and (whose provisions may iv) such indemnification or agreement to be held harmless is recoverable only out of the net assets of the Company and not be waived or altered by contract), from the Sub-Adviser Stockholders. (b) The Company shall not be liable indemnify the Advisor or its Affiliates for any losses, claims, damages, liabilities or litigation expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (including reasonable attorneys feesi) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for securities law violations. (c) The Company may advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the indemnified party for or on behalf of the Company; (ii) any untrue statement the legal action is initiated by a third party and a court of a material fact contained in competent jurisdiction specifically approves such advancement; and (iii) the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining indemnified party receiving such advances undertakes to repay the advanced funds to the Portfolio(s)Company, together with the Trust or the Adviserapplicable legal rate of interest thereon, or the omission to state therein a material fact known to the Sub-Adviser in instances in which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may party would not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport entitled to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesindemnification.

Liability and Indemnification. A. (a) Strategic Advisers shall indemnify the Authorizing Party and the Sponsor against, and hold the Authorizing Party and the Sponsor harmless from, any and all penalties, damages, losses, liabilities or other expenses (including reasonable attorneys’ fees) (“Losses”) that may be incurred by, imposed upon, or asserted against the Authorizing Party and the Sponsor by reason of any claim, regulatory proceeding, or litigation arising from Strategic Advisers’ breach of this agreement, negligence, breach of fiduciary duty, willful misconduct or bad faith in the provision of the Managed Account Service. Except as for liability under ERISA § 405 that may otherwise be imposed with respect to Strategic Advisers’ conduct related to ERISA-governed Plans, Strategic Advisers shall have no responsibility for the acts or omissions of the Authorizing Party, the Sponsor, the trustee, custodian or any of its agents. Strategic Advisers shall have no responsibility for any loss resulting from (i) any breach of fiduciary duty of the Authorizing Party in selecting and monitoring Strategic Advisers, the selection of investment alternatives or the administration of the Plan, (ii) anything done or omitted to be done in good faith reliance on any written, electronic or telephonic directions from the Authorizing Party or any authorized representative thereof or any information provided by a Participant who is enrolled in the Managed Account Service, (iii) anything done or omitted to be done in good faith reliance on any inaccurate, outdated or incomplete employee, Participant or Plan data provided by the Investment Company Act Sponsors, the Authorizing Party or Participant as the case may be, or (iv) the Authorizing Party’s failure to perform its obligations hereunder. (b) the Authorizing Party and the Sponsor shall indemnify Strategic Advisers against and hold it harmless from any and all Losses arising out of a) the failure of either the Authorizing Party or the Sponsor to fulfill its obligations; or b) Strategic Advisers’ action or inaction based on good faith reliance on instructions or information from the Authorizing Party or any other authorized representative thereof. (c) federal and state securities law (whose provisions may not be waived or altered by contract)laws impose liability, the Sub-Adviser shall not be liable for any lossesunder certain circumstances, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing on persons who act in good faith. Nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit any rights that the liability of the Sub-Adviser for, Authorizing Party and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Sponsor may become subject have under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinthose laws. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, bad faith or altered by contract)gross negligence, neither the Sub-Adviser nor any of its directors, officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of incurred or suffered by the Adviser Indemnitees may become subject under the Securities ActInvestment Adviser, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Portfolio or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to each Portfolio. B. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, Portfolio and the Adviser Trust shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) Adviser and its Affiliates and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933, as amended) of any of the foregoing (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the Sub-Adviser’s performance under this Agreement; provided however, the Portfolio and the Trust shall not indemnify or based on hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein or (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder. C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Sub-Adviser shall indemnify and hold harmless the Portfolio and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Portfolio Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Portfolio Indemnitees may become subject at common law or otherwise, arising out of the Sub-Adviser’s willful misconduct, bad faith or gross negligence; provided however, the Sub-Adviser shall not indemnify or hold harmless the Portfolio Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Portfolio or the Trust of a Portfolio representation or warranty made herein or (ii) any untrue statement willful misconduct, fraud, reckless disregard or gross negligence of a material fact contained the Portfolio or Trust in the Prospectus, proxy materials, reports, advertisements, sales literature performance of any of its duties or other materials pertaining obligations hereunder. D. Notwithstanding anything in this Agreement to the Portfolio(s)contrary contained herein, the Trust Sub-Adviser shall not be responsible or the Adviser, liable for its failure to perform under this Agreement or the omission to state therein a material fact known for any losses to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust by resulting from any event beyond the reasonable control of the Sub-Adviser Indemniteesor its agents, including but not limited to nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Liability and Indemnification. A. a. Except as may otherwise be provided by expressly set forth in this Agreement, absent the Investment Company Act Sub-Adviser’s material breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees, and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding, or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the position. b. The Sub-Adviser foracknowledges that it has received notice of and accepts the limitations upon the Fund’s liability set forth in the Fund’s Agreement and Declaration of Trust, as amended. The Sub-Adviser agrees that any of the Fund’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund or any Trustees or officer, employee, or agent of the Fund. c. The Sub-Adviser shall indemnify the Fund and hold harmless the Adviser and each of their respective trustees, members, officers, employees, and shareholders, and each person, if any, who controls the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) Fund or the Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “Securities Act) (collectively”), “Adviser Indemnitees”) against, and hold them harmless from, any and all losses, claims, damages, liabilities liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”) insofar as such Losses (or litigation (including reasonable legal and other expensesactions with respect thereto) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising arise out of or are based on upon (i) any willful misconductactual material misstatement or omission in the Fund’s Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund relating to disclosure provided to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents where such disclosure was actually included in such documents in the form provided by the Sub-Adviser; (ii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Sub-Adviser in the performance of any its duties under this Agreement or the reckless disregard of its obligations or duties or obligations hereunder hereunder; or (iiiii) any untrue statement breach of a material fact this Agreement including without limitation the Investment Guidelines, Governing Documents or Procedures or any representation or warranty contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to this Agreement. d. The Fund will indemnify the Sub-Adviser which was required to be stated therein (and its officers, managers, partners, members (and their members, including the owners of their members), agents, employees, controlling persons and any other person or necessary to make entity affiliated with the statements therein not misleadingSub-Adviser) (the “Sub-Adviser Indemnified Parties”) for losses arising from or in connection with the Sub-Adviser’s performance of its obligations under this Agreement, if such statement or omission was made in reliance upon information furnished except to the Adviser extent that such losses arise from the bad faith, willful misconduct or the Trust gross negligence by the Sub-Adviser Indemnitees (as defined below) for use thereinin the performance of its duties under this Agreement or the reckless disregard of its obligations or duties hereunder. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the e. The Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by will indemnify the Sub-Adviser as a result Indemnified Parties for any losses arising from, or in connection with, the Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of the performance of its obligations under this Agreement or the Advisory Agreement. f. Promptly after receipt of notice of any error of judgmentaction, mistake of lawarbitration, claim, demand, dispute, investigation, lawsuit, or other action proceeding (each a “Proceeding”) by a party seeking to be indemnified under Section 9(c) or omission 9(d) (the “Indemnified Party”), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under Section 9(c) or 9(d) (the “Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding; provided that, the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Indemnified Party to the extent that such party is not materially prejudiced by the Adviser; provided, however, that nothing such failure to notify. No Indemnifying Party shall be liable under this section for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be sought hereunder. g. The rights of indemnification provided in this Agreement section shall operate not be exclusive of or purport to operate in affect any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) rights to which any person may be entitled by contract or otherwise by law, and shall not protect any person against any liability to which any such person would otherwise be subject by reason of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard faith or gross negligence of the Adviser in the performance of any such person’s duties or by reason of its reckless disregard of such person’s obligations and duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesunder this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by a. Absent the Investment Company Act Sub-Adviser’s breach of this Agreement or any other federal securities law (whose provisions may not be waived the willful misconduct, bad faith, gross negligence, or altered by contract)reckless disregard of the obligations or duties hereunder on the part of the Sub-Adviser, or its officers, directors, partners, agents, employees, and controlling persons, the Sub-Adviser shall not be liable for any lossesact or omission in the course of, claimsor connected with, damagesrendering services hereunder or for any losses that may be sustained in the purchase, liabilities holding, or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result sale of any error of judgment, mistake of law, or other action or omission by the Sub-Adviserposition; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability obligations of the Sub-Adviser forwith respect to a “Trade Error” or “Compliance Error” (as defined in the Procedures, as the same may be amended from time to time) shall be as set forth in the Procedures. Prior to effecting any material change to the definitions in the Procedures of Trade Error or Compliance Error (or to any associated obligations or liabilities of the Sub-Adviser), the Adviser agrees to provide written notice to the Sub-Adviser at least 35 days prior to the material change becoming effective with respect to the Allocated Portion unless, in the reasonable discretion of the Adviser, such change must become effective earlier due to any applicable law, rule, regulation or court order. It is acknowledged and agreed that any Trade Error or Compliance Error that results in a gain to the Fund shall inure to the benefit of the Fund. For the avoidance of doubt, it is acknowledged and agreed that the Fund is a third party beneficiary of the indemnity granted in this Section 9(a) and Section 9(c) below, and the indemnity is intended to cover claims by the Fund, the Trust (on behalf of the Fund), or the Adviser against the Sub-Adviser for recovery pursuant to this section. b. The Sub-Adviser acknowledges that it has received notice of and accepts the limitations upon the Fund’s liability set forth in its Agreement and Declaration of Trust, as amended. The Sub-Adviser agrees that any of the Fund’s obligations shall be limited to the assets of the Fund and that the Sub-Adviser shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any other series of the Trust or any Trustees or officer, employee, or agent of the Fund or other series of the Trust. c. The Sub-Adviser shall indemnify the Fund and hold harmless the Adviser and each of their respective trustees, members, officers, employees, and shareholders, and each person, if any, who controls the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) Fund or the Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, and hold them harmless from, any and all losses, claims, damages, liabilities liabilities, costs, and expenses (including, without limitation, reasonable attorneys’ and accountants’ fees and disbursements) (collectively, “Losses”) asserted by any third party in so far as such Losses (or litigation (including reasonable legal and other expensesactions with respect thereto) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising arise out of or are based on upon (i) any willful misconductactual material misstatement or omission in the Fund’s Registration Statement, any proxy statement, or communication to current or prospective investors in the Fund relating to disclosure provided to the Adviser or the Fund by the Sub-Adviser for inclusion in such documents; or (ii) the bad faith, reckless disregard willful misconduct or gross negligence of by the Sub-Adviser in the performance of any its duties under this Agreement or reckless disregard of its obligations or duties or obligations hereunder or (iihereunder. For the avoidance of doubt, it is acknowledged and agreed that the indemnity in this Section 9(c) shall not operate to limit in any untrue statement of a material fact contained in way the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust indemnification granted by the Sub-Adviser Indemnitees to the Adviser, the Fund, or the Trust (as defined belowon behalf of the Fund) for use thereinin Section 9(a) above. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the d. The Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by indemnify the Sub-Adviser as a result and each of any error of judgmentits partners/members, mistake of lawofficers, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser foremployees and shareholders, and the Adviser shall indemnify and hold harmless each person, if any, who controls the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) Adviser within the meaning of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, and hold them harmless from, any and all lossesLosses asserted by any third party in so far as such Losses (or actions with respect thereto) arise out of or are based upon (i) any actual material misstatement or omission in the Fund’s Registration Statement, claimsany proxy statement, damages, liabilities or litigation communication to current or prospective investors in the Fund (including reasonable legal and other expenses) than a misstatement or omission relating to which any of disclosure provided to the Adviser or the Fund by the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on for inclusion in such documents); (iii) any action or inaction by the Sub-Adviser that the Sub-Adviser has made or refrained from making, as applicable, in good faith pursuant to and consistent with the Adviser’s written instructions to the Sub-Adviser; or (iii) the bad faith, willful misconduct, bad faith, reckless disregard or gross negligence of by the Adviser in the performance of any its duties under this Agreement or reckless disregard of its obligations or duties or obligations hereunder or (ii) hereunder. e. Promptly after receipt of notice of any untrue statement of a material fact contained in the Prospectusaction, proxy materialsarbitration, reportsclaim, advertisementsdemand, sales literature dispute, investigation, lawsuit, or other materials pertaining proceeding (each a “Proceeding”) by a party seeking to be indemnified under Section 9(c) or 9(d) (the Portfolio(s“Indemnified Party”), the Trust Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought under Section 9(c) or 9(d) (the Adviser“Indemnifying Party”) notify the Indemnifying Party in writing of the commencement of such Proceeding; provided that, or the omission failure to state therein a material fact known so notify the Indemnifying Party shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Adviser that was required Indemnified Party. No Indemnifying Party shall be liable under this section for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be stated therein sought hereunder. f. The rights of indemnification provided in this section shall not be exclusive of or necessary affect any other rights to make the statements therein not misleading, unless such statement which any person may be entitled by contract or omission was made in reliance upon information furnished to the Adviser or the Trust otherwise by the Sub-Adviser Indemniteeslaw.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor its affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser and provided by Sub-Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Adviser nor its affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), neither the Adviser nor any of its affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except (a) The Company shall, to the fullest extent permitted by Virginia statutory or decisional law, as may otherwise be provided by amended or interpreted, indemnify and pay or reimburse reasonable expenses to the Investment Company Act Advisor and its Affiliates, provided, that: (i) the Advisor or other party seeking indemnification has determined, in good faith, that the course of conduct which cased the loss or liability was in the best interest of the Company; (ii) the Advisor or other person seeking indemnification was acting on behalf of or performing services on the part of the Company; (iii) such liability or loss was not the result of negligence, misconduct or a knowing violation of the criminal law or any other federal or state securities law laws on the part of the indemnified party; and (whose provisions may iv) such indemnification or agreement to be, held harmless is recoverable only out of the net assets of the Company and not be waived or altered by contract), from the Sub-Adviser Stockholders. (b) The Company shall not be liable indemnify the Advisor or its Affiliates for any losses, claims, damages, liabilities or litigation expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (including reasonable attorneys feesi) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for securities law violations. (c) The Company may advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the indemnified party for or on behalf of the Company; (ii) any untrue statement the legal action is initiated by a third party and a court of a material fact contained in competent jurisdiction specifically approves such advancement; and (iii) the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining indemnified party receiving such advances undertakes to repay the advanced funds to the Portfolio(s)Company, together with the Trust or the Adviserapplicable legal rate of interest thereon, or the omission to state therein a material fact known to the Sub-Adviser in which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may party would not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport entitled to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesindemnification.

Liability and Indemnification. A. (a) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates and any of the officers, partners, employees, consultants, or altered by contract), the Sub-Adviser agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Investment Manager, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section 15 of the Adviser Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser Fund and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Fund and Investment Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact regarding Subadviser known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Investment Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport Subadviser has had a reasonable opportunity to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact review information regarding Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust Fund as set forth in section 11; or the Adviser, (iii) any violation of federal or the omission to state therein a material fact known to the Adviser statutes or regulations by Subadviser. It is further understood and agreed that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance Subadviser may rely upon information furnished to the Adviser or the Trust it by Investment Manager that it reasonably believes to be accurate and reliable. Subadviser shall be liable for any loss incurred by the Sub-Adviser Indemnitees.Fund, the Investment Manager or their respective affiliates to the extent such

Liability and Indemnification. A. Except (a) The Company shall, subject to the limitations imposed by Virginia statutory or decisional law, as may otherwise be provided by amended or interpreted, indemnify and pay or reimburse reasonable expenses to the Investment Company Act Advisor and its Affiliates, provided, that: (i) the Advisor or other party seeking indemnification has determined, in good faith, that the course of conduct which cased the loss or liability was in the best interest of the Company; (ii) the Advisor or other person seeking indemnification was acting on behalf of or performing services on the part of the Company; (iii) such liability or loss was not the result of negligence, misconduct or a knowing violation of the criminal law or any other federal or state securities law laws on the part of the indemnified party; and (whose provisions may iv) such indemnification or agreement to be, held harmless is recoverable only out of the net assets of the Company and not be waived or altered by contract), from the Sub-Adviser Stockholders. (b) The Company shall not be liable indemnify the Advisor or its Affiliates for any losses, claims, damages, liabilities or litigation expenses arising from or out of an alleged violation of federal or state securities laws by such party unless one or more of the following conditions are met: (including reasonable attorneys feesi) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the particular indemnitee; (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to the particular indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold as to indemnification for securities law violations. (c) The Company may advance amounts to persons entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the indemnified party for or on behalf of the Company; (ii) any untrue statement the legal action is initiated by a third party and a court of a material fact contained in competent jurisdiction specifically approves such advancement; and (iii) the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining indemnified party receiving such advances undertakes to repay the advanced funds to the Portfolio(s)Company, together with the Trust or the Adviserapplicable legal rate of interest thereon, or the omission to state therein a material fact known to the Sub-Adviser in instances in which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may party would not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport entitled to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesindemnification.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser Indemnitees as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesa Subadviser Indemnitee for use therein.

Liability and Indemnification. A. (a) Subadviser agrees to perform faithfully the services required to be rendered by Subadviser under this Agreement, but nothing herein contained shall make Subadviser or any of its officers, directors, or employees liable for any loss sustained by the Fund or its officers, directors, or shareholders, Manager, or any other person on account of the services which Subadviser may render or fail to render under this Agreement; provided, however, that nothing herein shall protect Subadviser against liability to the Fund or its officers, directors, shareholders, Manager, or any other person to which Subadviser would otherwise be subject, by reason of its willful misfeasance, bad faith, or gross negligence in the performance of its duties, or by reason of its reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall protect Subadviser from any liabilities that it may have under the Securities Act of 1933, as amended, (the "1933 Act"), the 1940 Act, or the Advisers Act. Subadviser does not warrant that the portion of the assets of the Fund managed by Subadviser will achieve any particular rate of return or that its performance will match that of any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, Subadviser, any of its affiliates, and any of the officers, directors, employees, consultants, or altered by contract), the Sub-Adviser agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Fund, Manager, or any affiliated persons thereof (within the Trust meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons thereof (as described in Section 15 of the Adviser 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment, judgment or mistake of lawlaw by Subadviser with respect to the Fund, or other action or omission by the Sub-Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser Fund and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) Manager Indemnitees against, any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Fund and Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to regarding the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser Manager or the Trust Fund by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein; or (iii) any violation of federal or state statutes or regulations by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Manager that it reasonably believes to be accurate and reliable. B. (c) Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, Manager and the Adviser Fund shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the Sub-Adviser meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") as a result of any error of judgment, judgment or mistake of lawlaw by Manager with respect to the Fund, or other action or omission by the Adviser; provided, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser Manager for, and the Adviser Manager shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, Subadviser Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law law, or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or hereunder; (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Adviser Manager or the Trust Fund by a Subadviser Indemnitee for use therein, or (iii) any violation of federal or state statutes or regulations by Manager or the Fund. It is further understood and agreed that Manager may rely upon information furnished to it by Subadviser that it reasonably believes to be accurate and reliable. (d) After receipt by Manager, the Fund, or Subadviser, their affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification as stated in (b) or (c) above ("Indemnified Party") of notice of the commencement of any action, if a claim in respect thereof is to be made against any person obligated to provide indemnification under this section ("Indemnifying Party"), such Indemnified Party shall notify the Indemnifying Party in writing of the commencement thereof as soon as practicable after the summons or other first written notification giving information about the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will not relieve the Indemnifying Party from any liability under this section, except to the extent that such Indemnifying Party is damaged as a result of the failure to give such notice. The Indemnifying Party, upon the request of the Indemnified Party, shall retain counsel satisfactory to the Indemnified Party to represent the Indemnified Party in the proceeding, and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (1) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel, or (2) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation by both parties by the Sub-Adviser Indemniteessame counsel would be inappropriate due to actual or potential differing interests between them. The Indemnifying Party shall not be liable for any settlement of any proceeding effected without its written consent, which consent shall not be unreasonably withheld, but if settled with such consent or if there be a final judgment for the plaintiff, the Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or liability by reason of such settlement or judgment.

Liability and Indemnification. A. Except as may otherwise (a) The duties of the Sub-Adviser shall be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the confined to those expressly set forth herein. The Sub-Adviser shall not be liable for any lossesloss arising out of any instrument hereunder, claimsexcept a loss resulting from willful misfeasance, damagesbad faith or gross negligence in the performance of its duties, liabilities or litigation by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (including reasonable attorneys fees) incurred or suffered by the Portfolio(sAs used in this Section 7(a), the Trust or term “Sub-Adviser” shall include, without limitation, its affiliates and the Sub-Adviser’s and its affiliates’ respective partners, shareholders, directors, members, principals, officers, employees and other agents of the Sub-Adviser). (b) The Sub-Adviser shall indemnify the Adviser and the BDC, and their respective affiliates and controlling persons, for any liability and expenses, including reasonable attorneys’ fees, which the Adviser, the BDC or their respective affiliates and controlling persons may sustain as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or material violation of applicable U.S. federal securities laws. (c) The Adviser shall indemnify the Sub-Adviser, its affiliates and its controlling persons, for any liability and expenses, including reasonable attorneys’ fees, howsoever arising from, or in connection with, the Sub-Adviser’s performance of its obligations under this Agreement or the Adviser’s breach of the terms, representations and warranties herein; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (not be indemnified for any liability or expenses that may be sustained as defined in Section 2(a)(3) a result of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any Sub-Adviser’s willful misconductmisfeasance, bad faith, reckless disregard or gross negligence in the performance of the Sub-Adviser in the performance of any of its Adviser’s duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability reason of the Adviser for, and the Adviser shall indemnify and hold harmless reckless disregard of the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) ’s duties and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject obligations under the Securities Act, the Investment Company Act, the Advisers Act or any other statutethis Agreement, or at common law or otherwise, arising out material violation of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesapplicable U.S. federal securities laws.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Adviser or the Adviser Company as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Company, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust Company by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Company shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesCompany.

Liability and Indemnification. A. Except (a) The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may otherwise be provided by indemnify its officers, directors, employees and agents under its Articles of Incorporation and bylaws so long as: (i) the Investment Company Act Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or any other federal securities law expense was in the best interests of the Company; (whose provisions may not be waived ii) the Indemnitee was acting on behalf of, or altered by contract)performing services for, the Sub-Adviser Company; (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder. (b) The Company shall not be liable indemnify any Indemnitee for any losses, claims, damages, liabilities or litigation expenses arising from, or out of, an alleged violation of federal or state securities laws (including reasonable attorneys fees“Securities Claims”) by any Indemnitee seeking indemnity unless one or more of the following conditions are met: (i) there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged Securities Claims as to such Indemnitee; (ii) the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for Securities Claims. (c) The Company shall advance amounts to Indemnitees entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the Indemnitee for or on behalf of the Company; (ii) the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advance; and (iii) the Indemnitee receiving the advances undertakes to repay any untrue statement monies advanced by the Company, together with the applicable legal rate of interest thereon, in any case(s) in which a material fact contained in court of competent jurisdiction finds that the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required party is not entitled to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnified. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law laws, neither the Subadviser nor any of its officers, partners, managing directors, employees, affiliates or agents (whose provisions may not the “Indemnified Parties”) shall be waived or altered by contract)subject to any liability to the Manager, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s)Fund, the Trust Portfolio or any shareholder of the Adviser as a result of Portfolio for any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, loss arising out of any investment or based on (i) other act or omission in the course of, connected with, or arising out of any service to be rendered under this Agreement, except by reason of willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of any Indemnified Party’s duties or by reason of reckless disregard by any Indemnified Party of its duties obligations and duties. The Manager shall hold harmless and indemnify the Subadviser for any loss, liability, cost, damage or expense (including reasonable attorneys fees and costs) arising (i) from any claim or demand by any past or present shareholder of the Portfolio that is not based upon the obligations hereunder of the Subadviser with respect to the Portfolio under this Agreement or (ii) resulting from the failure of the Manager to inform the Subadviser of any untrue statement applicable Insurance Restrictions or any changes therein or of any policies and guidelines as established by the Manager or the Directors. The Subadviser agrees to indemnify the Manager for any loss, liability, cost, damage or expense (including reasonable attorney’s fees) resulting from a material fact contained misstatement or omission in the ProspectusPortfolio’s Prospectus with respect to disclosure of the Portfolio’s investment objectives, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, policies and risks if such statement or omission was made in reliance upon written information furnished by the subadviser to the Adviser Manager expressly for use in the Portfolio’s prospectus. The Manager acknowledges and agrees that the Subadviser makes no representation or the Trust warranty, express or implied, that any level of performance or investment results will be achieved by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by Portfolio or that the Investment Company Act Portfolio will perform comparably with any standard or any index, including other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability clients of the Adviser forSubadviser, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities whether public or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesprivate.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except It is expressly understood and intended that the Grantee, as the recipient of grant funds, is not an officer, employee or agent of Miami-Dade County, its Board of County Commissioners, its Mayor, the Tourist Development Council, the Department of Cultural Affairs or the Cultural Affairs Council. Further, for purposes of the Agreement and the grant project or activity, the parties hereto agree that the Grantee, its officers, agents and employees are independent contractors. The Grantee shall take all actions as may otherwise be necessary to ensure that its officers, agents, employees, assignees and/or subcontractors shall not act as nor give the appearance of that of an agent, servant, joint venturer, collaborator or partner of the Tourist Development Council, the Department of Cultural Affairs, the Cultural Affairs Council, the Miami-Dade County Mayor, the Miami-Dade County Board of County Commissioners, or its employees. The Grantee agrees to be responsible for all work performed and all expenses incurred in connection with the project. The Grantee may subcontract as necessary to perform the services set forth in the Agreement, including entering into subcontracts with vendors for services and commodities, provided that it is understood by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the SubGrantee that Miami-Adviser Dade County shall not be liable to the subcontractor for any losses, claims, damages, expenses or liabilities or litigation (including reasonable attorneys fees) incurred or suffered by under the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser forsubcontract, and that the Sub-Adviser Grantee shall be solely liable to the subcontractor for all expenses and liabilities incurred under the subcontract. The Grantee shall indemnify and hold harmless the Adviser County and the Trustits officers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) employees, agents and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, instrumentalities from any and all lossesliability, claims, losses or damages, liabilities including attorneys’ fees and costs of defense, which the County or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees its officers, employees, agents or instrumentalities may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser incur as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damagesdemands, liabilities law suits, causes of actions or litigation (including reasonable legal and other expenses) to which proceedings of any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act kind or any other statute, or at common law or otherwise, nature arising out of of, relating to or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in resulting from the performance of the Agreement by the Grantee or its employees, agents, servants, partners, principals or subcontractors. The Grantee shall pay all claims and losses in connection therewith and shall investigate and defend all claims, suits, or actions of any of its duties kind or obligations hereunder or (ii) any untrue statement of a material fact contained nature in the Prospectusname of the County, proxy materialswhere applicable including appellate proceedings, reportsand shall pay all costs, advertisementsjudgments, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser and attorneys’ fees which may issue thereon. The Grantee expressly understands and agrees that was any insurance protection required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesAgreement or otherwise provided shall in no way limit the responsibility to indemnify, keep and save harmless, and defend the County or its officers, employees, agents and instrumentalities as herein provided.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation expenses (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to each Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund(s) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made solely in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser Advisers shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Portfolio(sFund(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-AdviserAdvisers; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the a Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the a Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon upon, incomplete information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser does not make any warranty that the investment performance of the Fund will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser. The Sub-Adviser shall not be deemed to have breached this Agreement or any investment restrictions or policies applicable to the Fund in connection with fluctuations arising from market movements and other events outside the control of the Sub-Adviser; it being understood that any guideline or policy breaches resulting from market movements may result in restrictions on Sub-Adviser’s activities. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys attorney’s fees) incurred or suffered by the Sub-Adviser Advisers as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserAdvisers, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its their duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(sFund(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon upon, incomplete information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors, partners, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), the Trust Adviser or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Fund, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectusany Registration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon written information furnished to the Adviser or the Trust Fund by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser Adviser, the Fund and their respective Affiliates shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; provided, howeverthe Fund and their respective Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectusany Registration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Sub-Adviser or the Trust Fund by the Sub-Adviser IndemniteesIndemnitees for use therein.

Liability and Indemnification. A. Except as may otherwise (a) Subadvisor shall be provided by responsible for the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including exercise of reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Advisercare in carrying out its responsibilities hereunder; provided, however, that nothing in no provision of this Agreement be construed to protect any trustee, director, officer, agent or employee of Subadvisor or an affiliate from liability by reason of gross negligence, willful malfeasance, bad faith in the performance of such person's duties hereunder or by reason of reckless disregard of obligations and duties hereunder. Notwithstanding any other provision of this Agreement, no party shall operate be liable for any actions or purport omissions taken or made pursuant to operate this Agreement unless such actions or omissions result from gross negligence, willful malfeasance, or bad faith in any way the performance of such party's duties or by reason of reckless disregard of obligations and duties hereunder. (b) ACIM agrees to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless Subadvisor and its officers, directors, employees, agents, affiliates and each person, if any, who controls Subadvisor within the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 meaning of the Securities Act) Act of 1933 (collectively, “Adviser Indemnitees”the "Indemnified Parties" for purposes of this Section 7(b)) against, against any and all losses, claims, damagesexpenses, damages or liabilities (including amounts paid in settlement thereof) or litigation expenses (including reasonable legal and other expenses) (collectively, "Losses"), to which any of the Adviser Indemnitees Indemnified Parties may become subject under the Securities Actsubject, the Investment Company Actinsofar as such Losses result from gross negligence, the Advisers Act willful malfeasance or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser faith in the performance of any by the Corporation or ACIM of its respective duties or obligations hereunder or (ii) reckless disregard by the Corporation or ACIM of its respective duties hereunder. ACIM will reimburse any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature legal or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust expenses reasonably incurred by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act Indemnified Parties in connection with investigating or defending any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser such Losses. ACIM shall not be liable for indemnification hereunder if such Losses are attributable to the gross negligence, willful malfeasance or bad faith of Subadvisor in performing its obligations under this Agreement. ACIM shall not be liable for special, consequential or incidental damages. (c) Subadvisor agrees to indemnify and hold harmless ACIM and the Corporation, and their respective officers, directors, employees, agents, affiliates and each person, if any, who controls ACIM or the Corporation within the meaning of the Securities Act of 1933 (collectively, the "Indemnified Parties" for purposes of this Section 7(c)) against any lossesLosses to which the Indemnified Parties may become subject, claimsinsofar as such Losses result from gross negligence, damageswillful malfeasance, liabilities or litigation (including reasonable attorneys fees) bad faith in performance by Subadvisor or its affiliates of their duties hereunder or reckless disregard by Subadvisor or its affiliates of their duties hereunder. Subadvisor will reimburse any legal or other expenses reasonably incurred or suffered by the Sub-Adviser as Indemnified Parties in connection with investigating or defending any such Losses. Subadvisor shall not be liable for indemnification hereunder if such Losses are attributable to the gross negligence, willful malfeasance or bad faith of ACIM or the Corporation in performing their obligations under this Agreement. Subadvisor shall not be liable for special, consequential or incidental damages. (d) Promptly after receipt by an indemnified party hereunder of notice of the commencement of action, such indemnified party will, if a result claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under this Section 7, except to the extent the indemnifying party shall have been prejudiced thereby. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish to, assume the defense thereof, with counsel satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election to assume the defense thereof, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation. (e) If the indemnifying party assumes the defense of any error such action, the indemnifying party shall not, without the prior written consent of judgmentthe indemnified parties in such action, mistake of law, settle or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit compromise the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined indemnified parties in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statutesuch action, or at common law permit a default or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of consent to the Adviser in the performance entry of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained judgment in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleadingrespect thereof, unless in connection with such statement settlement, compromise or omission was made consent, each indemnified party receives from such claimant an unconditional release from all liability in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesrespect of such claim.

Liability and Indemnification. A. Except as may otherwise be provided by (a) CORPORATION shall indemnify, defend and hold harmless NYU and its trustees, officers, medical and professional staff, employees, students and agents and their respective successors, heirs and assigns (the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract"Indemnitees"), the Sub-Adviser shall not be liable for against any lossesliability, claimsdamage, damages, liabilities loss or litigation expense (including reasonable attorneys feesattorneys' fees and expenses of litigation) incurred by or suffered by imposed upon the Portfolio(s), the Trust Indemnitees or the Adviser as a result any one of them in connection with any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damagessuits, liabilities actions, demands or litigation judgments (including reasonable legal and other expensesi) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the design, production, manufacture, sale, use in commerce or based on (i) any willful misconductin human clinical trials, bad faithlease, reckless disregard or gross negligence promotion by CORPORATION, a Corporation Entity or an agent of CORPORATION, or by a sublicensee of CORPORATION, a *** Portions of this page have been omitted pursuant to a request for Confidential Treatment and filed separately with the Sub-Adviser in the performance Commission. Corporation Entity or a sublicensee, of any of its duties Licensed Product, process or obligations hereunder service relating to, or developed pursuant to, this Agreement or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of any other activities to be carried out pursuant to this Agreement. (b) With respect to an Indemnitee, CORPORATION's indemnification under subsection (a)(i) of this Section 13 shall apply to any liability, damage, loss or based on expense whether or not it is attributable to the negligent activities of such Indemnitee. CORPORATION's indemnification obligation under subsection (ia)(ii) of this Section 13 shall not apply to any willful misconductliability, bad faithdamage, reckless disregard loss or gross negligence of expense to the Adviser in extent that it is attributable to the performance negligent activities of any of such Indemnitee. (c) CORPORATION agrees, at its duties own expense, to provide attorneys reasonably acceptable to NYU to defend against any actions brought or obligations hereunder or (ii) filed against any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining Indemnitee with respect to the Portfolio(s)subject indemnity to which such Indemnitee is entitled hereunder, the Trust whether or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesactions are rightfully brought.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, mistake of lawor any act or omission, or other action or omission by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Subadviser Indemnitees (as defined below) for use therein. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, mistake of lawor any act or omission, or other action or omission by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) any failure by the Adviser to properly notify the Subadviser of changes to the Registration Statement or any Charter Requirements that leads to any such losses, claims, damages, liabilities or litigation to which any of the Subadviser Indemnitees may be subject or (iiiii) any untrue statement of a material fact contained in the ProspectusRegistration Statement, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesan Subadviser Indemnitee for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law law, neither the Advisers nor any of their officers, members or employees (whose provisions may not be waived or altered by contract), the Sub-Adviser its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdvisers or thier Affiliates with respect to the Allocated Portion, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Advisers or their Affiliates for, and the Sub-Adviser Advisers shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of either Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to either Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Advisers as a result of any error of judgment or mistake of law by the Manager with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Manager for, and the Manager shall indemnify and hold harmless the Advisers, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Manager in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser Manager that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser IndemniteesTrust.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the a) The Sub-Adviser shall not be liable to either the Adviser or the Fund for any losses, claims, damages, liabilities action taken or litigation (including reasonable attorneys fees) incurred or suffered omitted to be taken by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in connection with the performance of any of its duties or obligations hereunder under this Agreement or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining otherwise as an investment sub-adviser to the Portfolio(s)Fund (except to the extent specified in Section 36(b) of the 1940 Act concerning loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services) or for any loss arising out of any instrument hereunder, the Trust or the Adviser, or the omission to state therein except a material fact known to loss resulting from the Sub-Adviser which was required to be stated therein or necessary to make Adviser’s breach of the statements therein not misleadingterms, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by representations and warranties herein; the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties; or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided by the Investment Company Act or any other federal securities under provisions of applicable state law (whose provisions may which cannot be waived or altered by contractmodified hereby. As used in this Section 7(a), the Adviser term “Sub-Adviser” shall not be liable for any lossesinclude, claimswithout limitation, damagesits affiliates and the Sub-Adviser’s and its affiliates’ respective partners, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by shareholders, directors, members, principals, officers, employees and other agents of the Sub-Adviser and each such persons are made express third-party beneficiaries to this Agreement. (b) The Sub-Adviser shall indemnify the Adviser and the Fund, and their respective affiliates and controlling persons, for any liability and expenses, including reasonable attorneys’ fees, which the Adviser, the Fund or their respective affiliates and controlling persons may sustain as a result of any error the Sub-Adviser’s breach of judgmentthe terms, mistake representations and warranties provided herein, the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of its duties hereunder or violation of applicable law, including, without limitation, the federal and state securities laws. (c) The Adviser shall indemnify the Sub-Adviser, its affiliates and its controlling persons, for any liability and expenses, including reasonable attorneys’ fees, howsoever arising from, or other action in connection with, the Sub-Adviser’s performance of its obligations under this Agreement or omission by the Adviser’s breach of the terms, representations and warranties herein; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Sub-Adviser shall indemnify and hold harmless not be indemnified for any liability or expenses that may be sustained as a result of the Sub-Adviser’s willful misfeasance, all affiliated persons thereof (as defined bad faith, or gross negligence in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any performance of the Sub-Adviser Indemnitees may become subject under Adviser’s duties or by reason of the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser’s duties and obligations under this Agreement. (d) This Section 7 sets forth the entire liability and obligation of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by and the Sub-Adviser Indemniteesand the sole and exclusive remedy for the Adviser and the Sub-Adviser for any damages covered under this Section 7.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, fraud, reckless disregard or altered by contract)gross negligence, neither the Sub-Adviser nor any of its officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of incurred or suffered by the Adviser Indemnitees may become subject under the Securities ActInvestment Adviser, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Fund or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to each Fund. B. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933, as amended) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made in this Agreement, (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder under this Agreement, or (iiiii) any untrue statement of a material fact contained in the ProspectusFund’s Prospectus or Statement of Additional Information, proxy materials, reportsadvertisements or sales literature, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust by the Sub-Adviser in writing and intended for use therein. C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Adviser and the Sub-Adviser shall each, jointly and severally, indemnify and hold harmless the Fund and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Fund Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Investment Adviser’s or the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser and Sub-Adviser shall not indemnify or hold harmless the Fund Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Fund or the Trust of a Fund representation or warranty made herein or (ii) any willful misconduct, fraud, reckless disregard or gross negligence of the Fund or Trust in the performance of any of its duties or obligations hereunder. D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)Exhibitor agrees to defend, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser National Safety Council and the Trustits affiliates, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) subsidiaries, licensee, distributors, officers, agents, employees, members and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectivelysuccessors and assigns, “Adviser Indemnitees”) against, from and against any and all judgments, actions, fines, losses, claims, claims or damages, liabilities expenses or litigation (liabilities, including reasonable legal and other expensesattorneys’ fees, arising out of: (i) to which Exhibitor’s construction or maintenance of an exhibit including any of the Adviser Indemnitees may become subject under the Securities Actcondition, the Investment Company Act, the Advisers Act or any other statute, or at common law defective or otherwise, of any apparatus, equipment or fixtures furnished by the Exhibitor in connection with its exhibit; (ii) any act, omission, negligence or willful misconduct of Exhibitor or its agents, (iii) any actual or alleged claims that any laws, rules or regulations were violated or any person or property was damaged or injured (including, without limitation, death) at the Event or in connection with activities associated with the Event due to the actions of the Exhibitor or its agent, whether direct or indirect; (iv) any claim that the Exhibitor Marks (defined below) misappropriate, violate or infringe any third party rights, including, without limitation, patents, copyrights, trademarks, service marks, trade names or domain names; and/or (v) Exhibitor’s breach or alleged breach of its agreements made hereunder, which indemnification obligations shall survive the expiration or termination of the Agreement. Exhibitor shall be fully responsible to pay for any and all damages to property owned by the Conference Venue (defined below), its owners or managers, which results from any act or omission of Exhibitor. The Exhibitor assumes the entire responsibility for and hereby agrees to protect, indemnify, defend and hold harmless the National Safety Council, Selected General Contractor and the Orange County Board of Commissioners doing business as the Orange County Convention Center, their officers, agents, employees, assigns, and contractor of these three are named as additional insured against all claims, charges, losses and damages to persons or property, governmental charges or fines and attorney’s fees arising out of or based on (i) caused by the Exhibitor, or their employees’ or agents’ installation, removal, maintenance, occupancy or use of exhibit premises or a part thereof. Exhibitor’s liability shall include all losses, costs, damages, or expenses arising from or out of or by reason of any willful misconductaccident or bodily injury or other occurrences to any person or persons, bad faithincluding the Exhibitor, reckless disregard its agents, employees, and business invitees which arise from or gross negligence out of the Sub-Adviser in Exhibitor’s occupancy and use of the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s)exhibition premises, the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act hotel or any other federal securities law (whose provisions may not be waived part thereof. The Exhibitor expressly releases National Safety Council and all aforementioned individuals from any and all claims for such loss, damage or altered by contract), the Adviser injury. National Safety Council shall not be responsible for the security of Exhibitor’s equipment or proprietary software or hardware information. This limitation of liability applies to equipment for use in the exhibit area, general session, conference sessions, and any other conference rooms or facilities. It is Exhibitor’s responsibility to maintain proper insurance coverage for its property and liability. Further, in no event shall National Safety Council be liable to exhibitor for any lossesspecial, claimsindirect, damagesreliance, liabilities incidental or litigation consequential damages of any kind, lost or damaged data, lost profits or lost revenue, whether arising in contract, tort, (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgmentnegligence), mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, even if National Safety Council has been notified of the possibility thereof. Under no circumstances will National Safety Council aggregate liability for all claims arising out under or relating to this agreement, regardless of the forum and regardless of the weather any action or claim is based on (i) any willful misconductcontract, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Advisertort, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein otherwise, exceed one thousand dollars ($1,000). This limitation of liability is cumulative and not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesper incident.

Liability and Indemnification. A. Except Notwithstanding anything to the contrary contained in this Agreement, except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, bad faith or altered by contract)gross negligence on the Sub-Adviser’s part in the performance of its duties under this Agreement, neither the Sub-Adviser nor any of its shareholders, partners, officers, directors, trustees, employees, agents, consultants or affiliates (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, law or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in for any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of incurred or suffered by the Adviser Indemnitees may become subject under the Securities ActInvestment Adviser, the Investment Company Act, the Advisers Act Fund or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviserits or their shareholders, partners, officers, directors, trustees, employees or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein agents, for any action or necessary to make the statements therein not misleading, if such statement or omission was made inaction taken in reliance upon information furnished to the Adviser or the Trust good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to the Fund. B. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the Sub-Adviser’s action or inaction or based on this Agreement; provided however, the Investment Adviser shall not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to the extent due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the ProspectusProspectus or SAI, proxy materials, reportsadvertisements or sales literature, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reasonable reliance upon information furnished to the Investment Adviser or the Trust by the Sub-Adviser in writing and intended for use therein. C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Investment Adviser and the Sub-Adviser shall each, severally and not jointly, indemnify and hold harmless the Fund and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the ▇▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Fund Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Fund Indemnitees may become subject at common law or otherwise, arising out of the Investment Adviser’s or the Sub-Adviser’s, as applicable, willful misconduct, fraud, reckless disregard or gross negligence in carrying out its obligations under this Agreement. D. Notwithstanding anything in this Agreement to the contrary contained herein, the Sub-Adviser shall not be responsible or liable (including for indemnification obligations) for its failure to perform under this Agreement or for any losses to the Investment Adviser or the Trust resulting from any event beyond the reasonable control of the Sub-Adviser or its agents, including but not limited to nationalization, expropriation, devaluation, seizure or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Liability and Indemnification. A. Except (a) The Company shall indemnify the Business Manager and its officers, directors, employees and agents (individually an “Indemnitee”, collectively the “Indemnitees”) to the same extent as the Company may otherwise be provided by indemnify its officers, directors, employees and agents under its Charter and bylaws so long as: (i) the Investment Company Act Board of Directors has determined, in good faith, that the course of conduct that caused the loss, liability or any other federal securities law expense was in the best interests of the Company; (whose provisions may not be waived ii) the Indemnitee was acting on behalf of, or altered by contract)performing services for, the Sub-Adviser Company; (iii) the liability or loss was not the result of negligence or misconduct on the part of the Indemnitee; and (iv) any amounts payable to the Indemnitee are paid only out of the Company’s net assets and not from any personal assets of any Stockholder. (b) The Company shall not be liable indemnify any Indemnitee for any losses, claims, damages, liabilities or litigation expenses arising from, or out of, an alleged violation of federal or state securities laws (including reasonable attorneys fees“Securities Claims”) by any Indemnitee seeking indemnity unless one or more of the following conditions are met: (i) there has been a successful adjudication for the Indemnitee on the merits of each count involving alleged material Securities Claims as to such Indemnitee; (ii) the Securities Claims have been dismissed with prejudice on the merits by a court of competent jurisdiction as to such Indemnitee; or (iii) a court of competent jurisdiction approves a settlement of the Securities Claims and finds that indemnification of the settlement and related costs should be made and the court considering the request has been advised of the position of the Securities and Exchange Commission and the published opinions of any state securities regulatory authority in which securities of the Company were offered and sold with respect to the availability or propriety of indemnification for Securities Claims. (c) The Company shall advance amounts to Indemnitees entitled to indemnification hereunder for legal and other expenses and costs incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other legal action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability for which indemnification is being sought only if all of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on following conditions are satisfied: (i) any willful misconduct, bad faith, reckless disregard the legal action relates to acts or gross negligence of the Sub-Adviser in omissions with respect to the performance of any of its duties or obligations hereunder services by the Indemnitee for or on behalf of the Company; (ii) the legal action is initiated by a third party and a court of competent jurisdiction specifically approves the advance; and (iii) the Indemnitee receiving the advances undertakes to repay any untrue statement monies advanced by the Company, together with the applicable legal rate of interest thereon, in any case(s) in which a material fact contained in court of competent jurisdiction finds that the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required party is not entitled to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinindemnified. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.

Liability and Indemnification. A. a. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Sub-Adviser Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Adviser or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedSubadviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser Subadviser for, and the Sub-Adviser Subadviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act1940 Act ) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser Subadviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, Registration Statement or proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Sub-Adviser Subadviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees Subadviser Indemnitiees (as defined below) for use therein. The Adviser acknowledges and agrees that the Subadviser makes no warranty, express or implied, that any level of performance or investment results will be achieved by the Portfolio or that the Portfolio will perform comparably with any standard or index, including clients of the Subadviser, whether public or private. B. b. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)applicable law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser Subadviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedAdviser with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-AdviserSubadviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act▇▇▇▇ ▇▇▇) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Subadviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Subadviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company 1940 Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, Regfistration Statement or proxy materials, reports, advertisements, sales literature or other materials pertaining pertaiinig to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser that which was required to be stated therein or necessary to make the statements therein not misleading, unless if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees.Subadviser Indemnitiees for use therein

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-a. The Adviser shall not only be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and indemnify the Sub-Adviser shall indemnify Fund and hold harmless its affiliates, trustees, officers, employees and shareholders (the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser IndemniteesFund Indemnified Parties”) against, and hold them harmless from, any and all lossescosts, claimsexpense, damagesclaim, liabilities loss, liability, judgment, fine, settlement or litigation damage (including reasonable legal and other expenses) (collectively, “Losses”) arising out of any claim, demands, actions, suits or proceedings (civil, criminal, administrative or investigative) asserted or threatened to which be asserted by any third party (collectively, “Proceedings”) in so far as such Loss (or actions with respect thereto) (i) arises out of or is based upon any material misstatement or omission of a material fact in information regarding the Adviser furnished in writing to the Fund by the Adviser; (ii) arises out of or is based upon any material breach of any of the representations, warranties, covenants or obligations of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act with respect to this Agreement; or any other statute, or at common law or otherwise, arising (iii) arises out of or is based on (i) any upon the willful misconductmisfeasance, bad faith, gross negligence, or reckless disregard of obligations or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of its duties under this Agreement (collectively, “Disabling Conduct”). b. Except for such Disabling Conduct, the Fund (to the extent permitted by applicable law) shall indemnify the Adviser and the Adviser’s officers, directors, partners, agents, employees, controlling persons, shareholders and any other person or entity affiliated with the Adviser (collectively, the “Adviser Indemnified Parties” and, together with the Fund Indemnified Parties, the “Indemnified Parties”) against, and hold such Adviser Indemnified Parties harmless from, any and all Losses (or actions with respect thereto) from any Proceedings arising from the Adviser’s providing services under this Agreement or the sale of securities of the Fund. c. The Adviser acknowledges that it has received notice of and accepts the limitations upon the Fund’s liability set forth in its Agreement and Declaration of Trust, as amended. The Adviser agrees that any of its duties or the Fund’s obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining shall be limited to the Portfolio(s), assets of the Trust or the Adviser, or the omission to state therein a material fact known to Fund and that the Adviser that was required to be stated therein shall not seek satisfaction of any such obligation from the shareholders of the Fund nor from any Trustees or necessary to make officer, employee or agent of the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser IndemniteesFund.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser a) Landlord shall not be liable to Tenant or to Tenant’s subtenants or their respective employees, agents, patrons or invitees, or any person whomsoever, for any lossesinjury or damage to persons or property on or about the Premises from any cause whatsoever, except for injury or damage caused or contributed to by the intentional act of Landlord, its agents or employees acting within the line and scope of their employment. (b) Tenant covenants and agrees with Landlord that from the date hereof and continuing during the Initial Term and any Renewal Term, Tenant will indemnify and save Landlord harmless from and against any and all claims, actions, demands, damages, liabilities or litigation expenses (including reasonable attorneys feesexcept those arising out of Landlord’s intentional act as hereinabove stated) incurred which may be made against Landlord or suffered Landlord’s title in the Premises arising by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of lawreason of, or other action in connection with, any act or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate of Tenant or purport to operate in any way to exculpate, waive or limit the liability subtenant of the Sub-Adviser forPremises or other person claiming under, and by or through Tenant in connection with the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trustuse, all affiliated persons thereof (as defined in Section 2(a)(3) occupation or control of the Investment Company Act) Premises pursuant to or by virtue of this Lease; and if it becomes necessary for the Landlord to defend any action seeking to impose any such liability, Tenant shall pay to Landlord all controlling persons thereof (as described court costs and reasonable attorneys’ fees incurred by Landlord in Section 15 such defense, in addition to any other sums which Landlord may be called upon to pay by reason of the Securities Actentry of a judgment against Landlord in the litigation in which such claim is asserted. (c) (collectivelyTenant, “Adviser Indemnitees”) againstthroughout the term hereof, at its sole cost and expense, shall cause to be maintained public liability insurance by a carrier with a Best rating not less than A+ naming Landlord as an additional insured against any and all lossesclaims and demands made by any person or persons whomsoever for injuries received or damages incurred in connection with the construction, claims, damages, liabilities operation or litigation (including reasonable legal and other expenses) to which any maintenance of the Adviser Indemnitees Premises or for any other risks normally and customarily insured against by such policies, with such policies to have limits of not less than five million ($5,000,000.00) dollars for damages incurred or claimed by one or more persons for bodily injury and not less than five million ($5,000,000.00) dollars for damages to property. All such policies shall be subject to the approval of Landlord and shall name Landlord as an additional insured thereon. Tenant shall cause to be furnished to Landlord a duplicate original or certified copy of the policy described herein. The aforementioned insurance may become subject under the Securities Actnot be canceled without fifteen (15) days advance written notice to Landlord. (d) In case Landlord, the Investment Company Act, the Advisers Act or any other statutesuccessor to Landlord’s interest in the Premises, shall convey or otherwise dispose of the entire Premises, all liabilities and obligations on the part of such Landlord or its successor as Landlord under this Lease accruing subsequent to such conveyance or disposal shall terminate upon such conveyance or disposal, and thereupon all such liabilities and obligations occurring thereafter shall be binding upon any such new owner of Landlord’s interest in the Premises. None of the officers, directors, or at common law owners of Landlord or otherwise, arising out Tenant shall have any personal liability in connection with the performance or failure of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties the covenants, conditions or obligations hereunder or (ii) any untrue statement provisions of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereinthis Lease. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities (e) Tenant shall at all times maintain worker’s compensation insurance which complies with Alabama law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining employees performing work functions pursuant to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemniteesthis Lease.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, members or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s), Manager or the Trust or the Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Portfolio, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustManager, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Manager Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Manager Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Allocated Portion or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser Indemnitees (as defined below) in writing specifically for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Adviser; providedManager with respect to the Allocated Portion, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Manager for, and the Adviser Manager shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities 1933 Act) (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Manager in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Portfolio or the omission to state therein a material fact known to the Adviser Manager that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Manager or the Trust by the Sub-Adviser IndemniteesIndemnitees in writing specifically for use therein.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorneys fees) to which any of the Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on directly resulting from (i) any willful misconduct, bad faith, reckless disregard faith or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or from Sub-Adviser’s reckless disregard of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, advertisements or sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Sub-Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expensesattorneys fees) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on directly resulting from (i) any willful misconduct, bad faith, reckless disregard faith or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or from Adviser’s reckless disregard of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, advertisements or sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, ) or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reasonable reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees. C. Notwithstanding anything herein to the contrary, under no circumstances shall the Adviser, the Trust or the Sub-Adviser be liable hereunder for any special, consequential, indirect, incidental, exemplary or punitive damages. D. The Sub-Adviser shall not be liable to the Trust or the Adviser in respect of the default, fraud, act or omission, negligence or willful misconduct of any market counterparty through or with whom transactions are effected for the Portfolio(s).

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived law, in the absence of willful misconduct, bad faith or altered by contract)gross negligence, neither the Sub-Adviser nor any of its directors, officers, affiliates, employees or consultants (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Portfolio(s), the Trust or the Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Sub-Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and the Trust, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) (collectively, “Adviser Indemnitees”) against, any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of incurred or suffered by the Adviser Indemnitees may become subject under the Securities ActInvestment Adviser, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Portfolio or the Trust as a result of any error of judgment or for any action or inaction taken in good faith by the Sub-Adviser Indemnitees (as defined below) for use thereinor its Affiliates with respect to each Portfolio. B. Except as may otherwise be provided by the Investment Company 1940 Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, Portfolio and the Adviser Trust shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in Section 2(a)(3) of the Investment Company Act) Adviser and its Affiliates and all controlling persons thereof (as described in Section 15 of the Securities ActAct of 1933, as amended) of any of the foregoing (collectively, “Sub-Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities Act, the Investment Company Act, the Advisers Act or any other statute, or at common law or otherwise, arising out of the Sub-Adviser’s performance under this Agreement; provided however, the Portfolio and the Trust shall not indemnify or based on hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Sub-Adviser of a Sub-Adviser representation or warranty made herein or (ii) any willful misconduct, bad faithfraud, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder. C. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Sub-Adviser shall indemnify and hold harmless the Portfolio and the Trust, their officers, employees, consultants, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1▇▇▇ ▇▇▇) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended) (collectively, “Portfolio Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Portfolio Indemnitees may become subject at common law or otherwise, arising out of the Sub-Adviser’s willful misconduct, bad faith or gross negligence; provided however, the Sub-Adviser shall not indemnify or hold harmless the Portfolio Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) due to (i) any breach by the Portfolio or the Trust of a Portfolio representation or warranty made herein or (ii) any untrue statement willful misconduct, fraud, reckless disregard or gross negligence of a material fact contained the Portfolio or Trust in the Prospectus, proxy materials, reports, advertisements, sales literature performance of any of its duties or other materials pertaining obligations hereunder. D. Notwithstanding anything in this Agreement to the Portfolio(s)contrary contained herein, the Trust Sub-Adviser shall not be responsible or the Adviser, liable for its failure to perform under this Agreement or the omission to state therein a material fact known for any losses to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Investment Adviser or the Trust by resulting from any event beyond the reasonable control of the Sub-Adviser Indemniteesor its agents, including but not limited to nationalization, expropriation, devaluation, seizure, or similar action by any governmental authority, de facto or de jure; or enactment, promulgation, imposition or enforcement by any such governmental authority of currency restrictions, exchange controls, levies or other charges affecting the Trust’s property; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or any order or regulation of any banking or securities industry including changes in market rules and market conditions affecting the execution or settlement of transactions; or acts of war, terrorism, insurrection or revolution; or acts of God, or any other similar event. E. No Trustee or shareholder of the Trust shall be personally liable for any debts, liabilities, obligations or expenses incurred by, or contracted for under this Agreement.

Liability and Indemnification. A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract)law, neither the Sub-Adviser nor any of its officers, directors or employees (its “Affiliates”) shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys feeslegal and other expenses) incurred or suffered by the Portfolio(s)Adviser, the Trust or the Adviser Fund as a result of any error of judgment, judgment or mistake of law, or other action or omission law by the Sub-Adviser; providedAdviser or its Affiliates with respect to the Fund, however, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Sub-Adviser or its Affiliates for, and the Sub-Adviser shall indemnify and hold harmless the Adviser and Trust, the TrustAdviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Adviser Indemnitees”) against, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on (i) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder hereunder, (ii) the Sub-Adviser being in violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement on Form N-1A or any written guidelines or instruction provided in writing by the Board of Trustees or the Adviser, (iii) the Fund’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code by reason of any action or omission of the Sub-Adviser, unless acting at the direction of the Adviser, (iv) the Fund being in material violation of any applicable federal or state law, rule or regulation or any investment policy or restriction set forth in the Fund’s Registration Statement or any written guidelines or instruction provided in writing by the Board of Trustees or the Adviser, by reason of any action or omission of the Sub-Adviser, or (iiv) any untrue statement of a material fact contained in the ProspectusProspectus and SAI, proxy materials, reports, advertisements, sales literature literature, or other materials pertaining to the Portfolio(s), the Trust or the Adviser, Fund or the omission to state therein a material fact known to the Sub-Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use thereintherein (collectively, “Sub-Adviser Culpable Conduct”). B. Except as may otherwise be provided by the Investment Company Act or any other federal securities law (whose provisions may not be waived or altered by contract), the Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable attorneys fees) incurred or suffered by the Sub-Adviser as a result of any error of judgment, mistake of law, or other action or omission by the Adviser; provided, however, that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the The Adviser shall indemnify and hold harmless the Sub-Adviser, all affiliated persons thereof (as defined in within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons thereof (as described in Section 15 of the Securities Act) persons, if any (collectively, the “Sub-Adviser Indemnitees”) against), from and against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the Securities 1933 Act, the Investment Company Act, the Advisers Act Act, or under any other statute, or at common law or otherwise, otherwise arising out of or based on any violation by the Adviser or the Trust of any applicable law, rule or regulation, or any provision of this Agreement (i) collectively, “Losses”), provided, however, that the Adviser shall not be required to indemnify or hold harmless any Sub-Adviser Indemnitee against any Losses other than those arising out of or based on the willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectuscollectively, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Portfolio(s“Adviser Culpable Conduct”), the Trust or the Adviserand provided, or the omission to state therein a material fact known to further, that the Adviser that was shall not be required to be stated therein indemnify or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser or the Trust by the hold harmless any Sub-Adviser IndemniteesIndemnitee against any Losses arising out of or based on Adviser Culpable Conduct if and to the extent that such Losses would not have occurred absent Sub-Adviser Culpable Conduct.