Common use of Liability and Indemnification Clause in Contracts

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities lawlaw (whose provisions may not be waived or altered by contract), neither the Sub-Adviser nor any of its officers, members or employees (together its "“Affiliates"”) will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expensesreasonable attorney’s fees) incurred or suffered by the Company Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Adviser or its Affiliates with respect to each FundSub-Adviser; provided, except however, that nothing in this Agreement will 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 will 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 against 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 Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 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 breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), the Trust or the 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 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 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 Company will Adviser, and with respect to the Tactical Index Portfolios, the Sub-Adviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Trust as a result of any information, data, advice or recommendations that the Sub-Adviser provides to Adviser with respect to the Model; 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 (within the meaning of as defined in Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 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 1933 Securities Act, the 1940 Investment Company Act, the Advisers Act, Act or under any other statute, or at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Portfolio(s), the Trust or the Adviser, or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use thereinIndemnitees. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an . Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out in the absence of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence on the part of the Sub-Adviser, or reckless disregard of its obligations and duties hereunder, neither the Sub-Adviser nor its officers, directors, employees, agents or affiliates shall be subject to any liability to the Adviser, the Funds or to any shareholder of the Funds, for any act or omission in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literaturecourse of, or other materials pertaining to the Fund(s) 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 misleadingconnected with, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnitees (as defined below) for use thereinrendering services hereunder. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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, in the absence of willful misfeasance, bad faith or under any other statutegross negligence on the part of the Sub-Adviser, at common law or otherwise, arising out reckless disregard of or based on this Agreement; provided howeverits obligations and duties hereunder, the Company will not Adviser agrees to indemnify the Sub-Adviser and its officers, directors, employees, agents or affiliates to the fullest extent permitted by law and to save and hold them harmless the Adviser Indemnitees for from and against any lossesloss, liability, damage, cost, or expense (including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims, damagesor lawsuits whether judicial, liabilities administrative, investigative, or litigation (including reasonable legal otherwise) actually and other expenses) reasonably incurred arising out of from any act or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser omission in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literaturecourse of, or other materials pertaining to the Fund(s) 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 misleadingconnected with, if such statement or omission was made in reliance upon information furnished to the Company, or the omission of such information, by the Adviser Indemnities for use thereinrendering services hereunder. (c) A party seeking indemnification hereunder (Except as may otherwise be provided by the "Indemnified Party") will (i) provide prompt notice 1940 Act or the Advisers Act, in the absence of willful misfeasance, bad faith or gross negligence on the part of the Adviser, or reckless disregard of its obligations and duties hereunder, the Sub-Adviser agrees to indemnify the Adviser and the Fund and their officers, directors, employees, agents or affiliates to the other of fullest extent permitted by law and to save and hold them harmless from and against any claim loss, liability, damage, cost, or expense ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense including attorneys’ and /or settlement of the Claim to the other party, accountants’ fees and (iii) cooperate with the other party expenses incurred in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claimdemands, but will not have claims, or lawsuits whether judicial, administrative, investigative, or otherwise) actually and reasonably incurred arising from any act or omission in the right to control the defensecourse of, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not includeconnected with, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyrendering services hereunder.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Fund as a result of any allegations of any action, omission ,error of judgment or mistake of law by the Adviser Manager or its Affiliates the Manager’s affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIPortfolio’s Registration Statement, proxy materials, reports, advertisements, sales literature, or other materials directly pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the 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 Company, Manager or the omission of such information, Fund by the Adviser Subadviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Fund shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Subadviser 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 AdviserSubadviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser “Subadviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Subadviser 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) allegations of any breach action, omission ,error of judgment or mistake of law by the Adviser of an Adviser representation or warranty made herein, (iiManager(ii) 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 hereunder, (iii) any failure by the Manager to comply with statutory and regulatory requirements pertaining 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, (iv) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information directly furnished to the Company, Manager or the omission of such information, Fund by the Adviser Indemnities an Subadviser Indemnitee for use therein. therein or (cv) A party seeking indemnification hereunder (any use of mutual fund performance information in the "Indemnified Party") will (i) provide prompt notice Portfolio’s registration statement not relating directly to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control activities of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyPortfolio.

Liability and Indemnification. (a) A. Except as may otherwise be provided by provisions of the 1940 Investment Company Act or any other federal securities law that may not be waived or altered by contract under applicable law, neither the Sub-Adviser nor any of its officers, members members, partners or employees (together its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) incurred or suffered by the Company Portfolio(s), the Trust or the Adviser as a result of any error of judgment judgment, mistake of law, or other action or omission by the Sub-Adviser or its Affiliates with respect to each FundAffiliates; provided, except however, that nothing in this Agreement will 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 will 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 against 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 and documented legal and other expenses) to which any of the Company Adviser Indemnitees may become subject under the 1933 Securities Act, the 1940 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 breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 or its reckless disregard of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIProspectus, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(sPortfolio(s) or the 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) specifically for use therein. The Sub-Adviser does not make any warranty that the investment performance or profitability of the Portfolio(s) will meet any particular standard, such as the performance of an index or another portfolio managed by the Sub-Adviser. (b) B. Except as may otherwise be provided provisions of by the 1940 Investment Company Act or any other federal securities law that may not be waived or altered by contract under applicable law, neither the Company will Adviser nor any of its officers, members, directors or employees (together its “Affiliates”) shall be liable for any losses, claims, damages, liabilities or litigation (including reasonable and documented legal and other expenses) 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 or its Affiliates; 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 (within the meaning of as defined in Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons thereof (as described in Section 15 of the 1933 Securities Act) (collectively, "“Sub-Adviser Indemnitees"”) against against, any and all losses, claims, damages, liabilities or litigation (including reasonable and documented 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 misfeasance, bad faith, or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or 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, 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 or the Trust 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. C. Notwithstanding any other provision of this Agreement, the Sub-Adviser shall not be liable to any Adviser Indemnitee, the Portfolio(s) or any of the Portfolio(s)’s shareholders for (i) any acts of an Adviser Indemnitee or any other sub-adviser to the Portfolio(s) with respect to the portion of the assets of the Portfolio(s) not allocated to the Sub-Adviser under this Agreement and (ii) acts of any Sub-Adviser Indemnitee which result from or are based upon acts of an Adviser Indemnitee, including, but not limited to, failure of an Adviser Indemnitee to provide accurate and current information with respect to any records maintained by such Adviser Indemnitee, which records are not also maintained by the Sub-Adviser or, to the extent such records relate to the Portfolio(s), otherwise available to the Sub-Adviser upon reasonable request. The Adviser shall indemnify the Sub-Adviser Indemnitees from any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of arising from 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser conduct of an Adviser representation or warranty made herein, (iiIndemnitee and any other sub-adviser to the Portfolio(s) any willful misconduct, bad faith, reckless disregard or gross negligence with respect to the portion of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining Portfolio(s)’s assets not allocated to the Fund(s) or the omission Sub-Adviser and with respect 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the any other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control portfolio of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyTrust.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein; provided however, that with respect to the Registration Statement, such statement or omission was made in direct reliance upon and in direct conformity with specific information furnished by the Adviser expressly for use therein ("Furnished Information"). (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use thereintherein as provided in Section 6(a) hereof. (c) A c. Promptly after receipt by an indemnified party seeking indemnification hereunder (under this Section 6 of notice of the "Indemnified Party") will (i) provide prompt notice to the other commencement of any action, such indemnified party will, if a claim ("Claim") for in respect thereof is to be made against the indemnifying party under this Section 6, notify the indemnifying party of the commencement thereof; but the omission so to notify the indemnifying party will not relieve it from liability which it intends may have to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other any indemnified party otherwise than under this Section 6. In case any such action is brought against any indemnified party, and (iii) cooperate it notified the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the extent that it may wish and unless the indemnified party releases the indemnifying party from any further obligation under this Section 6 in connection with the other party in that action, assume the defense thereof. The Indemnified Party will have After notice from the right at indemnifying party of its own expense intention to participate in assume the defense of any Claiman action, but will not have the right to control indemnified party shall bear the defense, consent to judgment or agree to the settlement expenses of any Claim without additional counsel obtained by it, and the written consent indemnifying party shall not be liable to such indemnified party under this section for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyinvestigation.

Liability and Indemnification. (a) A. Except as may otherwise be provided required by the 1940 Act or any other federal securities applicable law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error act or omission of judgment by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any act or omission of the Adviser with respect to any 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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 for use therein.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members members, partners or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Trust, the Adviser, 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 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 Company Adviser Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising directly out of or based on (i) the Sub-Adviser’s material breach of any breach of its duties or obligations under this Agreement; (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations under this Agreement; or (iii) any untrue statement of a material fact relating to the Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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) expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser. (b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Adviser 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 Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to each Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of an the Adviser representation for, and the Adviser shall indemnify and hold harmless the Sub-Adviser, 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, “Sub-Adviser Indemnitees”) against any and all losses, claims, damages, liabilities or warranty made hereinlitigation (including reasonable legal and other expenses) to which any of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising directly out of (i) the Adviser’s material breach of any of its duties or obligations under this Agreement; (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder under this Agreement; or (iii) 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 Fund(s) or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnitees (as defined below) expressly for use therein. (b) Except as may otherwise be therein and provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of that the Adviser Indemnitees may become subject under gave the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based Sub-Adviser a reasonable advance opportunity to review and comment on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other all such Fund materials pertaining that relate to the Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinSub-Adviser. (c) A Unless otherwise obligated under applicable law, no party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other this Agreement shall be liable for any indirect, punitive, incidental, special or consequential damages arising out of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadvisor, any of its affiliates and any of the officers, members directors, employees, consultants, or employees (its "Affiliates") will agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by AEFC or the Company Fund as a result of any ordinary negligence, error of judgment or mistake of fact or law by the Adviser or its Affiliates Subadvisor with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadvisor for, and the Adviser will Subadvisor shall indemnify and hold harmless the Company Fund, AEFC and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended ("1933 Act")) (collectively, "AEFC Indemnitees") against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company AEFC Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise to the extent arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadvisor in the performance of any of its duties or obligations hereunder or hereunder; (iiiii) 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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser Subadvisor 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 Company, AEFC or the omission of such information, Fund by the Adviser Indemnitees (as defined below) Subadvisor for use therein; or (iii) any violation of federal or state statutes or regulations by Subadvisor. It is further understood and agreed that Subadvisor may rely upon information furnished to it by AEFC that it believes to be accurate and reliable. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights which AEFC may otherwise have under any securities laws. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, AEFC and the Company will Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadvisor as a result of any ordinary negligence, error of judgment or mistake of fact or law by AEFC 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 AEFC for, and AEFC shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) Subadvisor and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Subadvisor Indemnitees") against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Adviser Subadvisor Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law law, or otherwise, arising out of or based on this Agreement; provided however, otherwise to the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) extent arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser AEFC in the performance of any of its duties or obligations hereunder or under the Advisory agreement; (iiiii) 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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser AEFC which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon written information furnished to the Company, AEFC or the omission of such information, Fund by the Adviser Indemnities Subadvisor for use therein, or (iii) any violation of federal or state statutes or regulations by AEFC or the Fund. (c) A party seeking After receipt by AEFC or Subadvisor, its affiliates, or any partner, officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the a) or (b) above ("Indemnified Party") of notice of the commencement of any action or other proceeding, 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 of the nature of the claim has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel reasonably satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 of both parties by the same 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 Claim proceeding effected without the its written consent, which consent of the other party. The party providing the indemnification will shall not be unreasonably delayed or withheld, but if settled with such consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement.

Liability and Indemnification. (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, partners, 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 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, any of its affiliates, and any of the officers, members partners, employees, consultants, or employees (its "Affiliates") will agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against Fund and Manager Indemnitees against, any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the 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 Manager or the Fund by the 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. (c) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") as a result of any error of judgment or mistake of law by Manager 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 Manager for, and Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser 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 Manager in the performance of any of its duties or obligations hereunder; (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 Fund(s) Fund 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 unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, federal or other materials pertaining to the Fund(s) state statutes or regulations by Manager 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 Fund. It is further understood and agreed that Manager may rely upon information furnished to the Company, or the omission of such information, it by the Adviser Indemnities for use thereinSubadviser that it reasonably believes to be accurate and reliable. (cd) A party seeking 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 hereunder as stated in (the a) or (b) 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 (i) provide prompt notice not relieve the Indemnifying Party from any liability under this section, except to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control extent that such Indemnifying Party is damaged as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 same 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 Claim 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 written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Funds or Allocated Portion, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Funds or Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 Funds or 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Funds or Allocated Portion or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to 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 Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; 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 Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that 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 any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager 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 Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser 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 Investment Manager in the performance of any of its duties or obligations hereunder; (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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, federal or other materials pertaining to the Fund(s) state statutes or regulations by Investment Manager 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 omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) 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 of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 same 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 Claim 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 written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Company, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, or at common law or otherwise otherwise, arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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, Company or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Company will 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 or the Trust 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Company in the performance of any of its duties or obligations hereunder 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Company or the omission to state therein a material fact known to the Adviser Company or Trust which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Company or the omission of such information, Trust by the a Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to 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 Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11; 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 Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any act or omission directly attributable to Subadviser which results, directly or indirectly, in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission. Investment Manager understands and acknowledges that 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 any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager 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 Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser 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 Investment Manager in the performance of any of its duties or obligations hereunder; (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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, federal or other materials pertaining to the Fund(s) state statutes or regulations by Investment Manager 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 omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) 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 of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 same 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 Claim 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 written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 Securities Act of 1933, as amended (“1933 Act”)) (collectively, the “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) 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 (iiib) 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 Fund(s) 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 Company, Manager or the omission of such information, Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 0000 XxxInvestment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "the “Adviser Indemnitees"”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) 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 (iiib) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Fund as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesFund, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act ) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the 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 Company, Adviser or the omission of such information, Fund by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. b. Except as may otherwise be provided by the 1940 Act or any other applicable law, the Adviser and the Fund shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser 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 Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser 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) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party 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 Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser by a Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other applicable federal securities lawlaw or regulation, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Adviser or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Trust, the Investment Adviser, its officers, employees, consultants and 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, the CEA or under any other statute, and any rules thereunder, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an Adviser representation its representations or warranty warranties made herein, (ii) 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 hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 CompanyInvestment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other applicable federal securities law, the Company will Investment Adviser shall indemnify and hold harmless the Sub-Adviser, its officers, employees, consultants and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (as described in Section 15 of the 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 1933 Act, the 1940 Investment Company Act, the Advisers Act, the CEA or under any other statute, and any rules thereunder, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will 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) arising out of or based on (i) any breach by the Sub-Adviser of an Adviser representation its representations or warranty warranties made herein, (ii) 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 hereunder, or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 CompanyInvestment Adviser or the Trust, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) C. A party seeking indemnification hereunder (the "“Indemnified Party"”) will shall (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will shall have the right at its own expense to participate in the defense of any Claim, but will shall not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will shall not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party. 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 unusual actions by any governmental authority, de facto or de jure; or the breakdown, failure or malfunction of any utilities or telecommunications systems; or acts of war, terrorism, insurrection or revolution; or acts of God (collectively, “Force Majeure Events”). Upon the occurrence of a Force Majeure Event, the Sub-Adviser shall endeavor to recommence performance or observance without delay, in a manner consistent with its obligations under the Advisers Act, the Investment Company Act and as a fiduciary of the Trust.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Investment Manager or the Trust as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company Trust, the Investment Manager, all affiliated persons thereof within the meaning of Section 2(a)(3) of the 1940 Act (“affiliated person”) and all persons, if any who, within the meaning of Section 15 of the Securities Act of 1933, as amended (the “1933 Act”), control (“controlling person”) the Trust or the Investment Manager (collectively, “Investment Manager Indemnitees”), against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which any of the Company Investment Manager Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, or the Internal Revenue Code, under any other statute, law, rule or regulation, at common law or otherwise otherwise, arising out of or based on the Sub-Adviser’s responsibilities hereunder (ia) any breach by to the Adviser extent of an Adviser representation or warranty made herein, (ii) any and as a result of the willful misconduct, bad faith, reckless disregard or gross negligence by the Sub-Adviser, any of the Adviser in Sub-Adviser’s employees or representatives or any affiliate of or any person acting on behalf of the performance Sub-Adviser, or (b) as a result of any of its duties untrue statement or obligations hereunder or (iii) any alleged untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements statement therein not misleading, if such a statement or omission was made in reliance upon and in conformity with written information furnished by the Sub-Adviser to the CompanyInvestment Manager, the Trust or any affiliated person of the Investment Manager or the Trust or upon verbal information confirmed by the Sub-Adviser in writing, or (c) to the omission extent of, and as a result of, the failure of the Sub-Adviser to execute, or cause to be executed, portfolio investment transactions according to the requirements of applicable law, including the 1940 Act, the Internal Revenue Code, the Registration Statement and the Board/Investment Manager Procedures; provided, however, that in no case is the Sub-Adviser’s indemnity in favor of any Investment Manager Indemnitee deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such information, person’s duties or by the Adviser Indemnitees (as defined below) for use therein. (b) reason of such person’s reckless disregard of obligations and duties under this Agreement. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Investment Manager shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Investment Manager 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 Investment Manager for, and the Investment Manager shall indemnify and hold harmless the Sub-Adviser, all any affiliated persons thereof (within the meaning of Section 2(a)(3) person of the 0000 Xxx) Sub-Adviser and all each controlling persons (as described in Section 15 person of the 1933 Act) (collectivelySub-Adviser, "Adviser Indemnitees") if any, against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) ), to which any the Sub-Adviser or such affiliated person or controlling person of the Sub-Adviser Indemnitees may become subject under the 1933 Act, the 1934 Act, the 1940 Act, the Advisers Act, or the Internal Revenue Code, under any other statute, law, rule or regulation, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless Investment Manager’s responsibilities as investment manager of the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation Fund (including reasonable legal a) to the extent of and other expenses) arising out as a result of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence by the Investment Manager, any of the Adviser in Investment Manager’s employees or representatives or any affiliate of or any person acting on behalf of the performance Investment Manager, or (b) as a result of any of its duties untrue statement or obligations hereunder or (iii) any alleged untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, literature or other materials pertaining to the Fund(s) Fund, including any amendment thereof or any supplement thereto, or the omission or alleged omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements statement therein not misleading, if such a statement or omission was made other than in reliance upon and in conformity with written information furnished to by the CompanySub-Adviser, or any affiliated person of the omission Sub-Adviser or other than upon verbal information confirmed by the Sub-Adviser in writing; provided, however, that in no case is the Investment Manager’s indemnity in favor of the Sub-Adviser or any affiliated person or controlling person of the Sub-Adviser deemed to protect such person against any liability to which any such person would otherwise be subject by reason of willful misconduct, bad faith or negligence in the performance of such informationperson’s duties or by reason of its reckless disregard of such person’s obligations and duties under this Agreement. The Sub-Adviser agrees that for any claim by it against the Fund in connection with this Agreement or the services rendered under this agreement, by it shall look only to assets of the Adviser Indemnities Fund for use therein. (c) A party seeking indemnification hereunder (satisfaction and that it shall have no claim against the "Indemnified Party") will (i) provide prompt notice to the other assets of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control other portfolios of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyTrust.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 CompanyAdviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser offers no guarantee of investment performance, profitability, or that a Fund’s performance objective will be met. B. Except as may otherwise be provided by law, the omission Adviser 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 Sub-Adviser as a result of such information, any error of judgment or mistake of law by the Adviser Indemnities for use therein. with respect to any 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 (cwithin the meaning of Section 2(a)(3) A party seeking indemnification hereunder of the Investment Company Act) and all controlling persons (as described in Section 15 of the "Indemnified Party"1933 Act) will (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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 Affiliates. The Sub-Adviser will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "“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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an . Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (aA) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will MFS. MFS shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pxxxxxx thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, or at common law or otherwise directly arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made hereingross negligence, (ii) any willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (iiiii) 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 Fund(s) Funds or the omission to state therein a material fact known to the Adviser MFS 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 Company, IMCO or the omission of such information, Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will . MFS shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against IMCO Indemnities for any and all such 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein). (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) any 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 and in conformity with written information furnished by the Sub-Adviser to the Company, Adviser or the omission of such information, by the Adviser Indemnities Trust for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission to state therein a material fact known to the Adviser or the Trust 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.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 in writing to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the Investment Company Act) and all controlling persons (as described in Section 15 of the 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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 in writing to the Adviser or the Trust by the Sub-Adviser.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of Subadviser, its officers, members or directors and employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act ) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the 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 Company, Adviser or the omission of such information, Trust by the Adviser Indemnities Subadviser 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 Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Subadviser as a result of any error of judgment or mistake of law by the Adviser 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 Adviser for, and the Adviser shall indemnify and hold harmless the Subadviser, all affiliated persons thereof (within the "Indemnified Party"meaning of Section 2(a)(3) will of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Subadviser 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) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party 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 Adviser which otherwise adversely affects was required to be stated therein or necessary to make the rights of statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Indemnified PartyAdviser or the Trust by an Subadviser Indemnitee for use therein.

Liability and Indemnification. (a) Except as may otherwise be provided by We agree to indemnify, defend, and hold you, your officers and directors, and any person who controls you within the 1940 Act or any other federal securities law, neither the Adviser nor any meaning of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability Section 15 of the Adviser or its Affiliates forSecurities Act of 1933, as amended (the “1933 Act”), free and the Adviser will indemnify harmless from and hold harmless the Company against any and all losses, claims, damagesdemands, liabilities or litigation liabilities, and expenses (including the cost of investigating or defending such claims, demands, or liabilities and any reasonable legal and other expensescounsel fees incurred in connection therewith) to in which the Company you, your officers, directors, or any such controlling person may become subject incur under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise (i) arising out of or based on (i) upon any material breach by the Adviser us of an Adviser representation or warranty made hereinthis Agreement, (ii) any willful misconduct, bad faith, reckless disregard arising out of or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) based upon any untrue statement of a material fact contained in the then current Prospectus and SAI, proxy materials, reports, advertisements, sales literatureof the Funds, or other any sales or advertising materials pertaining to the Fund(sprovided by us in connection with this Agreement, (iii) arising out of or the based upon any alleged omission to state therein a material fact known to the Adviser which was required to be stated therein in the then current Prospectus of the Funds, or any sales or advertising materials provided by us in connection with this Agreement, or necessary to make the statements therein in the then current Prospectus of the Funds, or any sales or advertising materials provided by us in connection with this Agreement, not misleading. However, if this subsection (a) shall not apply to any claims, demands, liabilities, or expenses that arise out of or are based upon any such untrue statement or omission was made in reliance upon and in conformity with information furnished by or on behalf of you to us, the CompanyFunds, or the omission Funds’ counsel; and further provided, that in no event shall anything contained herein be so construed as to protect you against any liability to us, any Fund or the shareholders of such informationany Fund to which you would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of your duties, or by the Adviser Indemnitees (as defined below) for use thereinreason of your reckless disregard of your obligations under this Agreement or otherwise. (b) Except as may otherwise be provided by You agree to indemnify, defend, and hold us and our officers, directors or partners, the 1940 Act Funds, the Funds’ officers and trustees, and any person who controls us or any other federal securities law, of the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (Funds within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") free and harmless from and against any and all losses, claims, damagesdemands, liabilities or litigation and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable legal and other expensescounsel fees incurred in connection therewith) to in which we, our officers, directors or partners, the Funds, the Funds’ officers or trustees, or any of the Adviser Indemnitees such controlling person may become subject incur 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation otherwise (including reasonable legal and other expensesi) arising out of or based on (i) upon any material breach by the Adviser you or your affiliates, officers, directors, employees or agents of an Adviser representation or warranty made hereinany provision of this Agreement, (ii) any willful misconduct, bad faith, reckless disregard arising out of or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) based upon any untrue statement of a material fact contained in information furnished by you or your affiliates, officers, directors, employees or agents to us, the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Funds or the omission Funds’ counsel, (iii) arising out of or based upon any failure by you or your affiliates, officers, directors, employees or agents to state therein provide a material fact known in connection with information provided by or on behalf of you, (iv) arising out of any agreement between you or your affiliates, officers, directors, employees or agents and any retail dealer (if applicable), (v) arising out of any sales or advertising material used by you or your affiliates, officers, directors, employees or agents in connection with this Agreement that has not been provided or approved in writing by us (unless the substance of the material was contained in the Funds’ then current Prospectus), (vi) any sale of Shares of a Fund in a jurisdiction where the Fund and/or its Shares were not registered, qualified or authorized for sale as appropriate, (vii) any sale of Shares of a Fund in a jurisdiction where the Bank/Trust Company is not properly registered, if applicable, as a broker or dealer firm and is not properly exempt from such requirement, (viii) any of your actions relating to the Adviser which was required to be stated therein processing of purchase, redemption or necessary to make exchange orders or the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Companyservicing of shareholder accounts, or (ix) arising out of the omission failure of such informationyou or your affiliates, by the Adviser Indemnities for use thereinofficers, directors, employees or agents to comply with all federal and state laws, rules and regulations and self-regulatory organizations’ rules, regulations and orders in force from time to time. (c) A party seeking indemnification hereunder (This Section 10 shall survive the "Indemnified Party") will (i) provide prompt notice to the other termination of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities lawlaws, neither the Sub-Adviser nor any of its officers, members directors, employees or employees (its "Affiliates") will agents shall be liable subject to any liability to the Manager, the Trust, the Series or any shareholder of the Series for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment judgment, any mistake of law or any loss arising out of any investment or 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 misfeasance, bad faith or gross negligence in the performance of the Sub-Adviser's duties or by reason of reckless disregard by the Sub-Adviser of its obligations and duties, including the Sub-Adviser's duties relating to the diligence and analyses undertaken in connection with investments made by the Series. b. The Trust agrees to indemnify out of the assets of the Series each of the Sub-Adviser and all of its officers, directors and employees (each such entity or its Affiliates person hereinafter referred to as a "Covered Person") against all liabilities and expenses, including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any such Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such Covered Person may be or may have been threatened, while in office or thereafter, by reason of any investment or other alleged act or omission in the course of, connected with or arising out of any service to be rendered under this Agreement, except with respect to each Fundany matter as to which such Covered Person shall have been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Series, and except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company no Covered Person shall be indemnified against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) liability to which the Company may become such Covered Person would otherwise be subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out by reason of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconductmisfeasance, bad faith, gross negligence or reckless disregard or gross negligence of the Adviser Covered Person's obligations and duties, including the Covered Person's duties relating to the diligence and analyses undertaken in connection with investments made by the Series. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by the Trust in advance of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to the Trust if it is ultimately determined that indemnification of such expenses is not authorized under this Section 7.b. c. As to any matter disposed of by a compromise payment by any such Covered Person referred to in Section 7.b. above, pursuant to a consent decree or otherwise, no such indemnification either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the performance best interests of any the Series, after notice that it involved such indemnification, (i) by a disinterested majority of its duties the trustees of the Trust then in office; or obligations hereunder (ii) by a majority of the disinterested trustees of the Trust then in office; or (iii) by any untrue statement of a material fact contained in disinterested person or persons to whom the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) or the omission to state therein a material fact known to the Adviser which was required to question may 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 omission of such information, referred by the Adviser Indemnitees trustees of the Trust; or (as defined belowiv) for use therein. (b) Except as may by vote of shareholders of the Series holding a majority of the shares entitled to vote thereon, exclusive of any shares beneficially owned by any interested Covered Person; provided, however, that such indemnification would not protect such Covered Person against any liability to which such Covered Person would otherwise be provided subject by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning reason of Section 2(a)(3) of the 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconductmisfeasance, bad faith, gross negligence or reckless disregard or gross negligence of the Adviser in the performance of any of its Covered Person's duties or obligations hereunder or (iii) 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 Fund(s) 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 omission of such information, obligations. Approval by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (trustees of the "Indemnified Party") will Trust pursuant to clause (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects or by any disinterested person or persons pursuant to clause (iii) of this Section 7.c. shall not prevent the rights recovery from any Covered Person of any amount paid as indemnification to such Covered Person in accordance with any of such clauses if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Indemnified PartySeries or to have been liable by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the Covered Person's duties or obligations.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (aA) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will DRESDNER. Dresdner shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company Company, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made hereinnegligence, (ii) any willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser Dresdner in the performance of any of its duties or obligations hereunder or (iiiii) 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 Fund(s) Funds or the omission to state therein a material fact known to the Adviser Dresdner 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, IMCO or the omission of such information, Company by the Adviser Indemnitees Dresdner Indemnities (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will . Dresdner shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against IMCO Indemnities for any and all such 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein). (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”) ) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the Investment Manager or the officers or trustees of the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to 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 Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 and the Investment Manager has accepted all material (in the opinion of the Subadviser) comments from Subadviser regarding such disclosure; (iii) any violation of federal or state statutes or regulations, or regulations of a regulatory agency or industry self-regulatory agency, by Subadviser and (iv) any material breach of the terms of this Agreement by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such action or omission constitutes willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser. Investment Manager understands and acknowledges that 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 any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager 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 Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser 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 Investment Manager in the performance of any of its duties or obligations hereunder; (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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) Subadviser for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement violation of federal or state statutes or regulations, or regulations of a regulatory agency or industry self-regulatory agency, by Investment Manager or the Fund, (iv) any material fact contained breach of the terms of this Agreement by Investment Manager, (v) Subadviser acting in accordance with any instruction or direction provided by the Prospectus and SAI, proxy materials, reports, advertisements, sales literatureInvestment Manager or the Board, or (vi) the actions or omissions of any other materials pertaining subadviser to the Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) 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 of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 same 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 Claim proceeding effected without its written consent, which consent shall not be unreasonably withheld. Any settlement of a proceeding or action by an Indemnifying Party on an Indemnified Party’s behalf shall require the prior written consent of the other party. The Indemnified Party, which consent shall not be unreasonably withheld. (d) Under no circumstances shall any party providing the indemnification will not consent hereto be liable to the entry of any judgment another for special, punitive or enter any settlement which (i) does not includeconsequential damages, as an unconditional termarising under or in connection with this Agreement, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights even if previously informed of the Indemnified Partypossibility of such damages.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to any 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 (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, "Indemnified PartySub-Adviser Indemnitees") will 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to 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. 2) Except as specifically amended hereby, the Agreement shall remain in full force and effect in accordance with its terms. 3) Each of the Indemnified PartyParties represents and warrants to the others that it has full authority to enter into this Amendment upon the terms and conditions hereof and that the individual executing this Amendment is duly authorized to bind the respective party to this Amendment. 4) This Amendment may be executed in one or more counterparts, which together shall constitute one document.

Liability and Indemnification. (a) Except as may otherwise be provided 7.1 To the fullest extent allowed by the 1940 Act or any other federal securities law, neither the Adviser nor any of Producer will indemnify, defend (with counsel approved by NW Natural), hold harmless and reimburse NW Natural and its executives, affiliates, subsidiaries, officers, members or employees (its "Affiliates") will be liable shareholders, directors, agents and employees, successors and assigns from, for any lossesand against claims, claimssuits, costs, damages, losses, penalties, expenses, and liabilities of any kind (collectively, “Damages”), including but not limited to attorneys’ and expert witnesses’ fees and related costs and disbursements, arising out of, in connection with, or litigation (including legal and other expenses) incurred incident to this Agreement, whether or suffered not such Damages are attributable to bodily injury, sickness, disease, death, or injury to or destruction of tangible property, but only to the extent caused by the Company as a result negligence, breach of any error contract or other wrongful acts or omissions of judgment by the Adviser Producer or its Affiliates with respect to each Fund, except that nothing in those persons or entities for whom Producer is liable. Producer’s obligations under this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on Section (i) any breach by the Adviser will not be construed to negate, abridge or reduce other rights or obligations of an Adviser representation indemnity that would otherwise exist as to a person or warranty made herein, entity referenced in this Section and (ii) 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 (iii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining will not be limited to the Fund(s) 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 omission of such information, by the Adviser Indemnitees (as defined below) for use thereinDamages arising from third party claims. (b) Except as may otherwise be provided by 7.2 EXCEPT AS INDICATED IN SECTION 6.6, IN NO EVENT WILL EITHER PARTY OR ITS SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY PUNITIVE, SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, LOST PROFITS, OR OTHER SIMILAR DAMAGES TO PERSONS OR PROPERTY, WHETHER SUCH DAMAGES ARE CLAIMED UNDER ANY LEGAL OR EQUITABLE THEORY, UNLESS SUCH DAMAGES ARE THE RESULT OF A PARTY’S WILLFUL MISCONDUCT. 7.3 The provisions in this Article 7 will survive the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning termination of Section 2(a)(3) of the 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by We agree to indemnify, defend, and hold you, your officers and directors, and any person who controls you within the 1940 Act or any other federal securities law, neither the Adviser nor any meaning of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability Section 15 of the Adviser or its Affiliates forSecurities Act of 1933, as amended (the “1933 Act”), free and the Adviser will indemnify harmless from and hold harmless the Company against any and all losses, claims, damagesdemands, liabilities or litigation liabilities, and expenses (including the cost of investigating or defending such claims, demands, or liabilities and any reasonable legal and other expensescounsel fees incurred in connection therewith) to in which the Company you, your officers, directors, or any such controlling person may become subject incur under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise (i) arising out of or based on (i) upon any material breach by the Adviser us of an Adviser representation or warranty made hereinthis Agreement, (ii) any willful misconduct, bad faith, reckless disregard arising out of or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) based upon any untrue statement of a material fact contained in the then current Prospectus and SAI, proxy materials, reports, advertisements, sales literatureof the Funds, or other any sales or advertising materials pertaining to the Fund(sprovided by us in connection with this Agreement, (iii) arising out of or the based upon any alleged omission to state therein a material fact known to the Adviser which was required to be stated therein in the then current Prospectus of the Funds, or any sales or advertising materials provided by us in connection with this Agreement, or necessary to make the statements therein in the then current Prospectus of the Funds, or any sales or advertising materials provided by us in connection with this Agreement, not misleading. However, if this subsection (a) shall not apply to any claims, demands, liabilities, or expenses that arise out of or are based upon any such untrue statement or omission was made in reliance upon and in conformity with information furnished by or on behalf of you to us, the CompanyFunds, or the omission Funds’ counsel; and further provided, that in no event shall anything contained herein be so construed as to protect you against any liability to us, any Fund or the shareholders of such informationany Fund to which you would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of your duties, or by the Adviser Indemnitees (as defined below) for use thereinreason of your reckless disregard of your obligations under this Agreement or otherwise. (b) Except as may otherwise be provided by You agree to indemnify, defend, and hold us and our officers, directors or partners, the 1940 Act Funds, the Funds’ officers and trustees, and any person who controls us or any other federal securities law, of the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (Funds within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") free and harmless from and against any and all losses, claims, damagesdemands, liabilities or litigation and expenses (including the cost of investigating or defending against such claims, demands or liabilities and any reasonable legal and other expensescounsel fees incurred in connection therewith) to in which we, our officers, directors or partners, the Funds, the Funds’ officers or trustees, or any of the Adviser Indemnitees such controlling person may become subject incur 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation otherwise (including reasonable legal and other expensesi) arising out of or based on (i) upon any material breach by the Adviser you or your affiliates, officers, directors, employees or agents of an Adviser representation or warranty made hereinany provision of this Agreement, (ii) any willful misconduct, bad faith, reckless disregard arising out of or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) based upon any untrue statement of a material fact contained in information furnished by you or your affiliates, officers, directors, employees or agents to us, the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Funds or the omission Funds’ counsel, (iii) arising out of or based upon any failure by you or your affiliates, officers, directors, employees or agents to state therein provide a material fact known in connection with information provided by or on behalf of you, (iv) arising out of any agreement between you or your affiliates, officers, directors, employees or agents and any retail dealer (if applicable), (v) arising out of any sales or advertising material used by you or your affiliates, officers, directors, employees or agents in connection with this Agreement that has not been provided or approved in writing by us (unless the substance of the material was contained in the Funds’ then current Prospectus), (vi) any sale of Shares of a Fund in a jurisdiction where the Fund and/or its Shares were not registered, qualified or authorized for sale as appropriate, (vii) any sale of Shares of a Fund in a jurisdiction where the Dealer is not properly registered as a broker or dealer firm and is not properly exempt from such requirement, (viii) any of your actions relating to the Adviser which was required to be stated therein processing of purchase, redemption or necessary to make exchange orders or the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Companyservicing of shareholder accounts, or (ix) arising out of the omission failure of such informationyou or your affiliates, by the Adviser Indemnities for use thereinofficers, directors, employees or agents to comply with all federal and state laws, rules and regulations and self-regulatory organizations’ rules, regulations and orders in force from time to time. (c) A party seeking indemnification hereunder (This Section 9 shall survive the "Indemnified Party") will (i) provide prompt notice to the other termination of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (aA) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will MFS. MFS shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, or at common law or otherwise directly arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made hereingross negligence, (ii) any willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (iiiii) 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 Fund(s) Funds or the omission to state therein a material fact known to the Adviser MFS 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 Company, IMCO or the omission of such information, Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will . MFS shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against IMCO Indemnities for any and all such 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein). (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Company, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Company, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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, Company or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Company in the performance of any of its duties or obligations hereunder 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, (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Company or the omission to state therein a material fact known to the Adviser Company or Trust which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Company or the omission of such information, Trust by the a Adviser Indemnities Indemnitee for use therein. , or (civ) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control formation and operation of the defense and /or settlement Company for purposes of generating “qualifying income” pursuant to Subchapter M of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense Internal Revenue Code of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include1986, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyamended.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 and in conformance with information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. Notwithstanding the foregoing, the Adviser shall not be liable to the Manager, the Trust or the Portfolio or any affiliate of the Manager, the Trust or the Portfolio or any controlling person of such persons or their respective affiliates for any losses that may be sustained as a result of (1) instructions provided by the Adviser to the Manager, the Portfolio or the Portfolio's custodian or administrator if the recipient had reason to believe in good faith that such instruction was not genuine or authorized, or (2) delays in or the inaccuracy of information provided to the Adviser pursuant to paragraph 2.j. of this Agreement. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon and in conformance with information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Neither Sub-Adviser nor any of its officers, members partners, employees, affiliates, agents or employees controlling persons shall be liable to the Trust, the Value Fund, its shareholders and/or any other person for the acts, omissions, errors of judgment and/or mistakes of law of any other fiduciary and/or person with respect to the Value Fund. (b) Neither the Sub-Adviser nor its "Affiliates") will officers, partners, employees, affiliates, agents or controlling persons or assigns shall be liable for any lossesact, claimsomission, damages, liabilities error of judgment or litigation (including legal and other expenses) incurred or mistake of law and/or for any loss suffered by the Company as a result Trust, the Value Fund, its shareholders and/or any other person in connection with the matters to which this Agreement relates; provided that no provision of this Agreement shall be deemed to protect the Sub-Adviser against any liability to the Trust, the Value Fund and/or its shareholders which it might otherwise be subject by reason of any error willful misfeasance, bad faith or gross negligence in the performance of judgment by its duties or the Adviser or reckless disregard of its Affiliates with respect to each obligations and duties under this Agreement. (c) The Trust on behalf of the Value Fund, except that nothing in this Agreement will operate or purport hereby agrees to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any Sub-Adviser, its partner, officers and all losses, claims, damages, liabilities or litigation (including reasonable legal employees and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement of a material fact contained in the Prospectus agents and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 misleadingeach person, if such statement or omission was made in reliance upon information furnished to any, who controls the Company, or the omission of such information, by the Sub-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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser IndemniteesIndemnified Parties") against any and all losses, claims, damages, claims damages or liabilities or litigation (including reasonable legal attorneys fees and other expenses) ), joint or several, relating to the Trust or Value Fund, to which any of the Adviser Indemnitees such Indemnified Party may become subject under the Securities Act of 1933, as amended ("1933 Act"), the 1940 1934 Act, the Advisers Act, Act or under any other statutefederal or state statutory law or regulation, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any insofar as such losses, claims, damages, damages or liabilities (or litigation (including reasonable legal and other expensesactions in respect thereof) arising arise out of or are based on upon (i1) any breach by the Adviser act, omission, error and/or mistake of an Adviser representation any other fiduciary and/or any other person; or warranty made herein, (ii2) any willful misconduct, bad faith, reckless disregard untrue statement or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (iii) any alleged untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) any omission or the alleged 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 made not misleadingmisleading in (a) the Registration Statement, if the prospectus or any other filing, (b) any advertisement or sales literature authorized by the Trust for use in the offer and sale of shares of the Value Fund, or (c) any application or other document filed in connection with the qualification of the Trust or shares of the Value Fund under the Blue Sky or securities laws of any jurisdiction, except insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any such untrue statement or omission was or alleged untrue statement or omission (i) in a document prepared by the Sub-Adviser, or (ii) made in reliance upon and in conformity with information furnished to the Company, Trust by or on behalf of the omission of such information, by Sub-Adviser pertaining to or originating with the Sub-Adviser Indemnities for use thereinin connection with any document referred to in clauses (a), (b) or (c). (cd) A party seeking It is understood, however, that nothing in this paragraph 10 shall protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice against any liability to the other Trust, Value Fund and/or its shareholders to which such Indemnified Party is subject, by reason of its willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of any claim reckless disregard of its obligations and duties under this Agreement or any breach of this Agreement. ("Claim"e) Notwithstanding any other provision of this Agreement, the Sub-Adviser shall not be liable for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim any loss to the other party, and (iii) cooperate with Value Fund or the other party in Adviser caused directly or indirectly by circumstances beyond the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any ClaimSub-Adviser's reasonable control including, but will not have the right to control the defenselimited to, consent to judgment government restrictions, exchange or agree to the settlement market rulings, suspensions of any Claim without the written consent trading, acts of the civil or military authority, national emergencies, earthquakes, floods or other party. The party providing the indemnification will not consent to the entry catastrophes, acts of any judgment God, wars or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant failures of all liabilities for Claims against the Indemnified Party communication or (ii) which otherwise adversely affects the rights of the Indemnified Partypower supply.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx1940 Act) and all controlling persons controllixx xxxxxns (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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (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, partners, 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") or the 1940 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 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, any of its affiliates, and any of the officers, members partners, employees, consultants, or employees (its "Affiliates") will agents thereof shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) or xxxxxxlling persons thereof (as described in Section 15 of the 1933 Act) (collectively, "Fund and Manager Indemnitees") as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against Fund and Manager Indemnitees against, any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding the Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding the 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 Manager or the Fund by the 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. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver of limitation of any rights that Manager may have under any securities laws. (c) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) ox xxxxxxxxxxx xxxxxxx (xx xxscribed in Section 15 of the 1933 Act) (collectively, "Subadviser Indemnitees") as a result of any error of judgment or mistake of law by Manager 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 Manager for, and Manager shall indemnify and hold harmless the Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of the Subadviser 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 Manager in the performance of any of its duties or obligations hereunder; (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 Fund(s) Fund 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 unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) a Subadviser Indemnitee for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement violation of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, federal or other materials pertaining to the Fund(s) state statutes or regulations by Manager 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 Fund. It is further understood and agreed that Manager may rely upon information furnished to the Company, or the omission of such information, it by the Adviser Indemnities for use thereinSubadviser that it reasonably believes to be accurate and reliable. (cd) A party seeking 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 hereunder as stated in (the a) or (b) 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 (i) provide prompt notice not relieve the Indemnifying Party from any liability under this section, except to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control extent that such Indemnifying Party is damaged as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 same 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 Claim 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 written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional termplaintiff, the release by the claimant of all liabilities for Claims against Indemnifying Party agrees to indemnify the Indemnified Party from and against any loss or (ii) which otherwise adversely affects the rights liability by reason of the Indemnified Partysuch settlement or judgment.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 Securities Act of 1933 as amended ("1933 Act") (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) 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 (iiib) 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 Fund(s) 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 Company, Manager or the omission of such information, Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 0000 XxxInvestment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) 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 (iiib) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 Securities Act of 1933, as amended ("1933 Act")) (collectively, the "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) 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 (iiib) 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 Fund(s) 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 Company, Manager or the omission of such information, Trust by the an Adviser Indemnitees Indemnitee (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 0000 XxxInvestment Company Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (iia) 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 (iiib) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, otherwise arising out of or based on (i) any breach by the Sub-Adviser of its representations or warranties made herein; (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder; or (iii) any untrue statement of a material fact relating to the Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the 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) expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser. As used in this Agreement; provided howeversection, the term “Sub-Adviser” shall include any affiliates of the Sub-Adviser performing services for the Fund contemplated herein and partners, directors, officers and employees of the Sub-Adviser and such affiliates. (b) Except as may otherwise be provided by the Investment Company will Act or any other federal securities law, the Adviser 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 Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser 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 or and hold harmless the Sub-Adviser, 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, “Sub-Adviser Indemnitees for 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation its representations or warranty warranties made herein, ; (ii) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder; or (iii) 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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees expressly for use therein. (c) A party seeking indemnification hereunder (therein and provided that the "Indemnified Party") will (i) provide prompt notice Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartySub-Adviser.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 Securities Act of 1933, as amended ("1933 Act")) (collectively, "Manager Indemnities") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolios or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will The Sub-Subadviser shall not be liable for any lossesloss due solely to a mistake of investment judgment, claimsbut shall be liable for any loss which is incurred by reason of an act or omission of its employee, damagespartner, liabilities director or litigation (including legal affiliate, if such act or omission involves willful misfeasance, bad faith, or gross negligence in the performance of its duties, or its reckless disregard of its obligations and other expenses) incurred duties under this Agreement. Nothing in this paragraph shall be deemed a limitation or suffered by the Company as a result waiver of any error of judgment obligation or duty that may not by the law be limited or waived. (b) The Sub-Adviser or its Affiliates with respect hereby agrees to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company Sub-Subadviser, its directors, officers, employees, affiliates, agents and controlling persons (collectively, the “Indemnified Parties”) against any and all losses, claims, damages, claims damages or liabilities or litigation (including reasonable legal attorneys’ fees and other expenses) ), joint or several, relating to the Trust, the Adviser or the Fund, to which the Company any such Indemnified Party may become subject under the 1933 ActSecurities Act of 1933, as amended, the 1940 1934 Act, the Advisers Act, or under any other statute, federal or common state statutory law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 statuteregulation, at common law or otherwise. It is understood, arising out of or based on this Agreement; provided however, that nothing in this Section 8 shall protect any Indemnified Party against, or entitle any Indemnified Party to, indemnification against any liability to the Company will not indemnify Trust, the Adviser, the Fund or hold harmless the Adviser Indemnitees for any lossesits shareholders to which such Indemnified Party is subject, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out by reason of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any its willful misconductmisfeasance, bad faith, reckless disregard faith or gross negligence of the Adviser in the performance of its duties, or by reason of any reckless disregard of its obligations and duties or obligations hereunder or (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinunder this Agreement. (c) A party seeking The indemnification hereunder (in this Section 8 shall survive the "Indemnified Party") will (i) provide prompt notice to the other termination of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) Except as may otherwise be provided below, UPC and all of its directors, officers, agents and employees shall have no liability, whether direct or indirect, in contract, tort or otherwise, under this Agreement for any damage, loss or other harm (including, without limitation, out-of-pocket expenses and fees and disbursements of counsel) of any type suffered by the 1940 Act Overnite or any other federal securities law, neither third party in connection with the Adviser nor performance or non-performance of this Agreement or the Services contemplated hereby or any action or in-action of any of its officersthe indemnified parties in connection with the foregoing, members or employees (its "Affiliates") will be liable except for any lossessuch damage, claims, damages, liabilities loss or litigation (including legal and other expenses) incurred harm directly caused by or suffered by directly resulting from the Company as a result gross negligence or willful misconduct of UPC in connection with the performance or non-performance of this Agreement or the Services contemplated hereby or the action or inaction of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or indemnified parties in connection with the foregoing. In the event of a third party claim, Overnite, including its Affiliates forsuccessors and assigns, for itself and the Adviser will indemnify on behalf of all of its subsidiaries and affiliates, including their respective successors and assigns, shall indemnify, defend and hold harmless the Company UPC and all of its directors, officers, agents and employees from and against any and all losses, claims, such damages, liabilities or litigation (including reasonable legal losses and other expensesxxxxx (including, without limitation, out-of-pocket expenses and fees and disbursements of counsel) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, caused by or under any other statute, or common law or otherwise arising out of the performance or based on non-performance of this Agreement or the Services contemplated hereby or the actions or in-actions of any of the indemnified parties in connection with the foregoing other than any such damage, loss or other harm directly caused by or directly resulting from the gross negligence or willful misconduct of UPC in connection with the performance or non-performance of this Agreement or the Services contemplated hereby or the actions or in-actions of any of the indemnified parties in connection with the foregoing. The total liability of UPC under this Section 6 will not under any circumstances exceed the aggregate amount of fees paid to UPC by Overnite. Notwithstanding any other provision of this Agreement, UPC shall have no liability for (i) any breach by the Adviser of an Adviser representation lost profits or warranty made hereinany incidental, (ii) any willful misconductconsequential, bad faithspecial, reckless disregard indirect or gross negligence of the Adviser in the performance similar damages of any kind or nature whatsoever of its duties or obligations hereunder or (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act Overnite or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against any and all losses, claims, damages, liabilities or litigation third party (including reasonable legal the fees and other expensesexpenses of counsel) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights acts or omissions of any third party (other than UPC) that provides Services hereunder. This Section 6 shall survive the termination of this Agreement until such time as the obligations of the Indemnified Partyparties (including their respective successors and assigns) set forth in this Section 6 have been fully satisfied.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein; provided, however, that in no case is the Adviser's indemnity in favor of the Manager Indemnities deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of such person's duties, or by reason of such person's reckless disregard of obligations and duties under this Agreement. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (; provided, however, that in no case is the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Adviser's indemnity in favor of the defense and /or settlement Manager Indemnities deemed to protect such persons against any liability to which any such person would otherwise be subject by reason of the Claim to the other partywillful misfeasance, and (iii) cooperate with the other party bad faith, or gross negligence in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense performance of any Claimsuch person's duties, but will not have the right to control the defense, consent to judgment or agree to the settlement by reason of any Claim without the written consent such person's reckless disregard of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partyobligations and duties under this Agreement.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act), directors, officers, members or employees nor anyone who controls the Adviser (or any of its affiliates, directors, officers, members or employees) within the meaning of Section 15 of the Securities Act of 1933, as amended (“1933 Act”) (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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, “Manager Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. The Adviser and its Affiliates shall not be liable to the Manager or the Trust for any loss suffered as a consequence of any action or inaction of other service providers to the Trust in failing to observe the instructions of the Adviser or its Affiliates, provided such action or inaction of such other service providers to the Trust is not the result of the willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser of its Affiliates in the performance of any of its duties hereunder. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons of the Adviser (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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the Adviser Indemnities for use thereinor its Affiliates. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor Subadviser, including any of its affiliates and any of the officers, members partners, employees, consultants, or employees agents thereof and any Subadviser-Delegatee (its "Affiliates"as defined below) will shall not be liable for any losses, claims, damages, liabilities liabilities, or litigation (including legal and other expenses) incurred or suffered by the Company Fund, Investment Manager, or any affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons thereof (as described in Section 15 of the Securities Act of 1933, as amended (the “1933 Act”)) (collectively, “Fund and Investment Manager Indemnitees”) as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each the Fund or any act or omission by Subadviser in good faith and believed by it to be authorized or within its discretion, rights or powers conferred by this Agreement or in accordance with specific directions or instructions from the Investment Manager or the officers or trustees of the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive waive, or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company Fund and Investment Manager Indemnitees against any and all losses, claims, damages, liabilities liabilities, or litigation (including reasonable legal and other expenses) to which any of the Company Fund and Investment Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law law, or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard disregard, or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder hereunder; (ii) any untrue statement of a material fact regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact regarding Subadviser known to 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 Investment Manager or the Fund by Subadviser Indemnitees (as defined below) for use therein; provided, however, that Subadviser has had a reasonable opportunity to review information regarding Subadviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature or other materials pertaining to the Fund as set forth in section 11 and the Investment Manager has accepted all material (in the opinion of the Subadviser) comments from Subadviser regarding such disclosure; (iii) any violation of federal or state statutes or regulations by Subadviser and (iv) any material breach of the terms of this Agreement by Subadviser. It is further understood and agreed that Subadviser may rely upon information furnished to it by Investment Manager that it reasonably believes to be accurate and reliable; provided, however, that Subadviser shall be liable for any loss incurred by the Fund, the Investment Manager or their respective affiliates to the extent such losses arise out of any negligent act or omission directly attributable to Subadviser which results directly in an error in the net asset value of the Fund. The federal securities laws impose liabilities in certain circumstances on persons who act in good faith, and therefore nothing herein shall in any way constitute a waiver or limitation of any rights which Investment Manager may have under any securities laws. Neither Subadviser nor any Subadviser Indemnitees (as defined below) shall be liable for any loss or damage arising or resulting from the acts or omissions of the custodian of the Fund, any broker, financial institution or any other third party with or through whom Subadviser arranges or enters into a transaction in respect of the Fund, except to the extent that Subadviser or its affiliate instructed such broker, financial institution or third party to take such action or omission and such action or omission constitutes willful misconduct, bad faith, reckless disregard, or gross negligence of Subadviser. Investment Manager understands and acknowledges that 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 any benchmark index or other standard or objective. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, Investment Manager and the Fund shall not be liable for any losses, claims, damages, liabilities, or litigation (including legal and other expenses) incurred or suffered by Subadviser or any of its affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) or controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Subadviser Indemnitees”) as a result of any error of judgment or mistake of law by Investment Manager 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 Investment Manager for, and Investment Manager shall indemnify and hold harmless Subadviser Indemnitees against any and all losses, claims, damages, liabilities, or litigation (including reasonable legal and other expenses) to which any of Subadviser 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 Investment Manager in the performance of any of its duties or obligations hereunder; (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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser Investment Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned Subadviser and was made in reliance upon written information furnished to the Company, Investment Manager or the omission of such information, Fund by the Adviser Indemnitees (as defined below) Subadviser for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement violation of a federal or state statutes or regulations by Investment Manager or the Fund, (iv) any material fact contained breach of the terms of this Agreement by Investment Manager, (v) Subadviser acting in accordance with any instruction or direction provided by the Prospectus and SAI, proxy materials, reports, advertisements, sales literatureInvestment Manager or the Board, or (vi) the actions or omissions of any other materials pertaining subadviser to the Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinFund. (c) A party seeking After receipt by Investment Manager or Subadviser, its affiliates, or any officer, director, employee, or agent of any of the foregoing, entitled to indemnification hereunder as stated in (the "a) or (b) 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 of the nature of the claim that has been served upon the Indemnified Party; provided that the failure to so notify the Indemnifying Party will (i) provide prompt not relieve the Indemnifying Party from any liability under this section, except to the extent that the omission results in a failure of actual notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control Indemnifying Party and such Indemnifying Party is damaged solely as a result of the defense and /or settlement failure to give such notice. The Indemnifying Party, upon the request of the Claim Indemnified Party, shall retain counsel satisfactory to the other partyIndemnified Party to represent the Indemnified Party in the proceeding, and (iii) cooperate with shall pay the other party in the defense thereoffees and disbursements of such counsel related to such proceeding. The In any such proceeding, any Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not shall have the right to control retain its own counsel, but the defense, consent to judgment or agree 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 same 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 Claim proceeding effected without the its written consent, which consent shall not be unreasonably withheld. (d) Under no circumstances shall any party hereto be liable to another for special, punitive or consequential damages, arising under or in connection with this Agreement, even if previously informed of the other party. The party providing the indemnification will not consent to the entry possibility of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partysuch damages.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of Adviser, its officers, members or employees (its "Affiliates") will directors and employers shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company against Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided required by the 1940 Act or any other federal securities applicable law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error act or omission of judgment by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any act or omission of the Adviser with respect to any 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 (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, "Indemnified PartySub-Adviser Indemnitees") will 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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 for use therein.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Company, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Company, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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, Company or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Company will 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 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act0000 Xxx) (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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Company in the performance of any of its duties or obligations hereunder 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Company or the omission to state therein a material fact known to the Adviser Company or Trust which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Company or the omission of such information, Trust by the a Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. Seller will indemnify, protect, defend or settle (aat Seller’s expense), and hold harmless Indemnitees from and against all Liabilities arising out of or in any manner connected with personal injury, including death, or property loss or damage to Company or to others (including Seller and employees and invitees of Seller, Seller’s suppliers, distributors, Company and Company employees and invitees) Except as arising out of or in any manner connected with (i) the production and delivery of, or any defect in, Products supplied hereunder (including, without limitation, any claims of strict liability, tort, negligence or otherwise premised on either an actual or alleged defect in the Products or otherwise incident to the performance of this Contract); (ii) any act or omission of Seller; and/or (iii) breach of any representation, warranty (whether express or implied) or covenant, whether caused by Seller, or a supplier of Seller, or employees or invitees of either of them, and in each case whether or not caused or contributed to by the fault or negligence of any of the Indemnitees. For the avoidance of doubt, Xxxxxx expressly agrees that Seller will indemnify, defend and hold harmless the Indemnitees in connection with this Section 11 even if any or all of the Liabilities incurred by any or all of the Indemnitees are caused in part by the concurrent negligence of one or more of the Indemnitees. Seller waives the application of the doctrine of comparative negligence and other doctrines that may otherwise be provided allocate the liability covered by the 1940 Act Seller’s indemnity. Xxxxxx agrees to waive and release any rights of contribution, indemnity or any other federal securities law, neither the Adviser nor subrogation it may have against any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Indemnitees as a result of any error indemnity claim asserted by another Indemnitee under this Section 11. Seller, for itself, its successors, assigns and subcontractors hereby expressly agrees to waive any provision of judgment any workers’ compensation act or other similar law whereby Seller could preclude its joinder by the Adviser Company as an additional defendant, or avoid liability for damages, contribution or indemnity in any action at law, or otherwise where Seller’s or its Affiliates with respect subcontractor’s employee or employees, heirs, assigns or anyone otherwise entitled to each Fundreceive damages by reason of injury or death brings an action at law against any Indemnitee. Seller’s obligation to Company herein will not be limited by any limitation on the amount or type of damages, except that nothing in this Agreement will operate benefits or purport to operate compensation payable by or for Seller under any workers’ compensation acts, disability benefit acts, or other employee benefit acts on account of claims against Company by an employee of Seller or anyone employed directly or indirectly by Seller or anyone for whose acts Seller may be liable. In particular, but without altering or in any way to exculpate, waive or limit limiting the liability general application of the Adviser or its Affiliates forwaiver set forth in the previous sentence, Seller expressly waives application of Section 131 of the Michigan Worker’s Disability Compensation Act, and all comparable sections of any other applicable state’s laws, as each may be amended from time to time. The obligations in this Section are in addition to Seller’s duty to provide insurance and will not be altered by any limitation on the Adviser will indemnify and hold harmless the Company against any and all losses, claims, amount or type of damages, liabilities compensation, or litigation (including reasonable legal and other expenses) to which the Company may become subject benefits payable by Seller under the 1933 any Workers’ Compensation Act, the 1940 Act, the Advisers U.S. Longshoremen’s and Harbor Workers’ Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by employee benefit act. Seller’s obligations hereunder will not be limited to the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance extent of any of its duties insurance available to or obligations hereunder or (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinSeller. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "“Affiliates"”) will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an . Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "“Indemnified Party"”) will (i) provide prompt notice to the other of any claim ("“Claim"”) for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its managers, principals, directors, affiliates, agents officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law or action performed or omitted to be performed in managing the Fund by the Sub-Adviser or its Affiliates with respect to each Fundany 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund by the Fund(s) 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 CompanyAdviser or the Trust by the Sub-Adviser Indemnitees (as defined below) for use therein. The Sub-Adviser offers no guarantee of investment performance, profitability, or that a Fund’s performance objective will be met. B. Except as may otherwise be provided by law, the omission Adviser 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 Sub-Adviser as a result of such information, any error of judgment or mistake of law by the Adviser Indemnities for use therein. with respect to any 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 (cwithin the meaning of Section 2(a)(3) A party seeking indemnification hereunder of the Investment Company Act) and all controlling persons (as described in Section 15 of the "Indemnified Party"1933 Act) will (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 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) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to any Fund or the Indemnified Partyomission 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 and conformity with information furnished to the Adviser or the Trust by the Sub-Adviser.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable (i) for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each Fundthe Trust or (ii) for any failure to recommend the purchase or sale of any security on behalf of the Trust 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; except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (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 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at or common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Trust by the 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 Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees (as defined below) for use therein. B. Except as may otherwise be provided by law, the Adviser and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (cincluding legal and other expenses) A party seeking indemnification hereunder incurred or suffered by the Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser with respect to the Trust, 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 (within the "Indemnified Party"meaning of Section 2(a)(3) will of the 1940 Act) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, the “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 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) provide prompt notice to any willful misconduct, bad faith, reckless disregard or gross negligence of the other Adviser in the performance of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment duties or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party obligations hereunder or (ii) which otherwise adversely affects any untrue statement of a material fact contained in the rights of Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Indemnified PartyTrust 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.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities lawAs between Intersections and Amex, neither the Adviser nor any of its officers, members or employees (its "Affiliates") Amex will be liable solely responsible for any lossesthe American Express Card Customers once they are transitioned from Intersections to Amex, claims, damages, liabilities or litigation a new service provider of Amex's choosing. Intersections shall not have liability or obligation (including legal and other expensesto provide support or otherwise) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fundservices or products offered by Amex, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit a new services provider after the liability transition of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnitees (as defined below) for use thereinAmerican Express Card Customers has occurred. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Amex shall indemnify and hold harmless the AdviserIntersections, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) its Affiliates and all controlling persons (as described in Section 15 of the 1933 Act) (collectivelytheir respective subsidiaries, "Adviser Indemnitees") directors, officers, employees, agents, shareholders and subcontractors, against any and all claims, demands, losses, claims, damages, liabilities or litigation (and expenses, including reasonable legal fees of attorneys, court costs and other legal expenses) , which it or they may suffer or incur in connection with any actual or threatened claim, demand, action or other proceeding by any third party arising from or relating 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) the provision of the Transition Services, excluding any damages or claims resulting from a material breach by Intersections of this Agreement in performing the Adviser of an Adviser representation Transition Services, or warranty made herein, (ii) any willful misconductthe provision of consumer credit information services by Amex or its new service provider after the earlier of May 31, bad faith, reckless disregard 2006 or gross negligence the transition of the Adviser in the performance of any of American Express Card Customers from Intersections to Amex and/or its duties or obligations hereunder or (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinnew service provider. (c) EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE SERVICE AND TRANSITION SERVICES, AS PROVIDED BY INTERSECTIONS, ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A party seeking indemnification hereunder PARTICULAR PURPOSE, WARRANTIES AGAINST INFRINGEMENT, WARRANTIES OF TITLE OR WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE IN TRADE. (the "Indemnified Party"d) will (iEXCEPT AS PROVIDED FOR IN ARTICLE 4 AND SECTION 2(B) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnificationOF THIS AGREEMENT, (ii) grant control of the defense and /or settlement of the Claim to the other partyTHE PARTIES HERETO SHALL NOT, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any ClaimUNDER ANY CIRCUMSTANCES, but will not have the right to control the defenseBE LIABLE TO EACH OTHER FOR ANY CONSEQUENTIAL, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not includeINCIDENTAL, as an unconditional termINDIRECT, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartyPUNITIVE OR SPECIAL DAMAGES OR LOSS OF ANY KIND WHATSOEVER ARISING OUT OF, RELATED TO OR CONNECTED WITH THE PERFORMANCE OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREIN, EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Company, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Company, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, “Company Indemnities”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, Cayman Islands law, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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, Company or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or Act, any other U.S. federal securities law or Cayman Islands law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Company in the performance of any of its duties or obligations hereunder 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, (iii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Company or the omission to state therein a material fact known to the Adviser Company or Trust which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Company or the omission of such information, Trust by the a Adviser Indemnities Indemnitee for use therein. , or (civ) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control formation and operation of the defense and /or settlement Company for purposes of generating “qualifying income” pursuant to Subchapter M of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense Internal Revenue Code of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include1986, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.amended..

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Adviser or the Company as a result of any error of judgment by the Sub-Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will 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 will indemnify and hold harmless the Company Company, the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1000 Xxx) and all controlling persons (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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) 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 (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, or the omission of such information, by the Sub-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 Company Adviser will indemnify and hold harmless the Sub- Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 1000 Xxx) and all controlling persons (as described in Section 15 of the 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 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company Adviser will not indemnify or hold harmless the Sub-Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on on (i) any breach by the Sub-Adviser of an a Sub-Adviser representation or warranty made herein, (ii) any willful misconduct, bad had faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder or (iii) any untrue statement of a material fact contained in the Prospectus and or SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, or the omission of such information, by the Sub-Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) A. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law or other action taken or omitted by Adviser in good faith exercise of its powers hereunder by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Adviser, or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Allocated Portion 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) B. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 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 Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser which Manager that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, by the Adviser Indemnities for use thereinTrust. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser Neither Deutsche nor any of its affiliates or their respective officers, members directors, employees, agents, or employees legal representatives (its collectively, "AffiliatesRelated Persons") will of Deutsche shall be liable for any error of judgment or mistake of law, or for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fundcosts, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damagescharges, liabilities or litigation expenses (including including, but not limited to, reasonable legal counsel fees and other expenses) to which the Company may become subject under the 1933 Act(collectively, the 1940 Act, the Advisers Act, "Damages") suffered or under incurred by any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act Fund or any other federal securities law, the Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of the 1940 Act) and any controlling personx xxxxxxf (as described in Section 2(a)(3) 15 of the 0000 XxxSecurities Act of 1933, as amended (the 1933 Act)) in connection with the matters to which this Agreement relates; PROVIDED that, except as set forth in the succeeding paragraph, no provision of this Agreement shall be deemed to protect Deutsche or any of its Related Persons against any liability to which it might otherwise be subject by reason of any willful misfeasance, bad faith or negligence of Deutsche or its Related Persons or the reckless disregard by Deutsche of its obligations and duties (each of the foregoing acts is hereby referred to as a "Culpable Act") under this Agreement. Neither Deutsche nor any of its Related Persons shall be liable for any error of judgment or mistake of law, or for any Damages suffered by IMCO or any affiliated persons thereof (within the meaning of the 1940 Act) and all any controlling persons perxxxx xxxreof (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") in connection with the matxxxx xx which this Agreement relates; provided that this provision shall not be deemed to protect Deutsche or its Related Persons against any liability to which it might otherwise be subject by reason of any Culpable Act by Deutsche or its Related Persons. IMCO shall indemnify Deutsche and its Related Persons and hold them harmless from and against any and all lossesactions, claimssuits or claims whether groundless or meritorious, damages, liabilities and from and against any and all Damages arising directly 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 indirectly out of or based on this Agreement; provided however, in connection with the Company will not performance of services by Deutsche or its Related Persons hereunder unless such Damages result from any Culpable Act of Deutsche or any of its Related Persons. Deutsche shall indemnify IMCO and its Related Persons from and against any Damages arising directly or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising indirectly out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in connection with the performance of services by IMCO or its Related Persons in respect of the Funds to the extent such Damages result from any Culpable Act of Deutsche or any of its duties or obligations hereunder or (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use thereinRelated Persons. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Trust, the Manager, 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 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 Company Manager Indemnities may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolios 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, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, the Company will 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 Portfolios, 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 0000 XxxInvestment Company Act) 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 Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) 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 Fund(s) Portfolios or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitees for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser Sub-Advisor nor any of its partners, officers, members employees, consultants, or employees agents thereof (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Fund as a result of any error of judgment or mistake of law by the Adviser Sub-Advisor or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Advisor or its Affiliates for, and the Adviser will Sub-Advisor shall indemnify and hold harmless the Company Fund, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all coxxxxxxxxg persons (as described in Section 15 of the Securities Act of 1933, as amended (the "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 Company Manager Indemnities may become subject under the 1933 Act, the 1940 Act, the Investment Advisers Act, Act or under any other statutestatue, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Sub-Advisor in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact concerning the Sub-Advisor contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Sub-Advisor 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, Manager or the omission of such information, Fund by the Adviser Sub-Advisor Indemnitees (as defined below) for use thereintherein provided that the materials have been furnished to the Sub-Advisor for their review in accordance with Section 8 of this Agreement. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Fund shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Advisor as a result of any error of judgment or mistake of law by the Manager with respect to the Series, 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 AdviserSub-Advisor, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling cxxxxxxxxng persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Sub-Advisor Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Sub-Advisor Indemnities may become subject under the 1933 Act, the 1940 Act, the Investment Advisers Act, Act or under any other statutestatue, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned the Sub-Advisor and was made in reliance upon written information furnished to the Company, Manager or the omission of such information, Fund by the Adviser Indemnities Sub-Advisor Indemnitees (as defined above) for use therein. (c) A party seeking indemnification hereunder (therein provided that the "Indemnified Party") will (i) provide prompt notice materials have been furnished to the other Sub-Advisor for their review in accordance with Section 8 of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Sub-Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Trust as a result of any error of judgment or mistake of law by the Sub-Adviser or its Affiliates with respect to each the Fund, except that nothing in this Agreement will 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 will shall indemnify and hold harmless the Company against any and all lossesTrust, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 XxxInvestment Company Act) and all controlling persons (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 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, at or common law or otherwise, otherwise arising out of or based on (i) any material breach by the Sub-Adviser of its representations or warranties made herein; (ii) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Sub-Adviser in the performance of any of its duties or obligations hereunder; or (iii) any untrue statement of a material fact relating to the Sub-Adviser contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the 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, and consistently with, information furnished to the Adviser or the Trust by the Sub-Adviser Indemnitees (as defined below) in writing expressly for use therein and provided that the Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the Sub-Adviser. As used in this Agreement; provided howeversection, the term “Sub-Adviser” shall include any affiliates of the Sub-Adviser performing services for the Fund contemplated herein and partners, directors, officers and employees of the Sub-Adviser and such affiliates. (b) Except as may otherwise be provided by the Investment Company will Act or any other federal securities law, the Adviser 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 Sub-Adviser as a result of any error of judgment or mistake of law by the Adviser 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 or and hold harmless the Sub-Adviser, 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, “Sub-Adviser Indemnitees for 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 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, at common law or otherwise arising out of or based on (i) any material breach by the Adviser of an Adviser representation its representations or warranty warranties made herein, ; (ii) any willful misconductmisfeasance, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder hereunder; or (iii) 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 Fund(s) Fund or the omission to state therein a material fact known to the Adviser which that was required to be stated therein or necessary to make the statements therein not Information Classification: Limited Access misleading, if unless such statement or omission was made in reliance upon upon, and consistently with, information furnished to the Company, Adviser or the omission of such information, Trust by the Sub-Adviser Indemnities Indemnitees in writing expressly for use therein. (c) A party seeking indemnification hereunder (therein and provided that the "Indemnified Party") will (i) provide prompt notice Adviser gave the Sub-Adviser a reasonable advance opportunity to review and comment on all such Fund materials that relate to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified PartySub-Adviser.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of Adviser, its officers, members or employees (its "Affiliates") will directors and employers shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager, any shareholder of the Portfolio or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company against Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 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 Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser Sub-Advisor nor any of its partners, officers, members employees, consultants, or employees agents thereof (its "Affiliates") will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Fund as a result of any error of judgment or mistake of law by the Adviser Sub-Advisor or its Affiliates with respect to each the Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Advisor or its Affiliates for, and the Adviser will Sub-Advisor shall indemnify and hold harmless the Company Fund, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act) and all controlxxxx xxxsons (as described in Section 15 of the Securities Act of 1933, as amended (the "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 Company Manager Indemnities may become subject under the 1933 Act, the 1940 Act, the Investment Advisers Act, Act or under any other statutestatue, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Sub-Advisor in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact concerning the Sub-Advisor contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Series or the omission to state therein a material fact known to the Adviser Sub-Advisor 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, Manager or the omission of such information, Fund by the Adviser Sub-Advisor Indemnitees (as defined below) for use thereintherein provided that the materials have been furnished to the Sub-Advisor for their review in accordance with Section 8 of this Agreement. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will Manager and the Fund shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Advisor as a result of any error of judgment or mistake of law by the Manager with respect to the Series, 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 AdviserSub-Advisor, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act) and all controlling persons controxxxxx xersons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Sub-Advisor Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Adviser Indemnitees Sub-Advisor Indemnities may become subject under the 1933 Act, the 1940 Act, the Investment Advisers Act, Act or under any other statutestatue, at common law or otherwise, arising out of or based on this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Fund or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission concerned the Sub-Advisor and was made in reliance upon written information furnished to the Company, Manager or the omission of such information, Fund by the Adviser Indemnities Sub-Advisor Indemnitees (as defined above) for use therein. (c) A party seeking indemnification hereunder (therein provided that the "Indemnified Party") will (i) provide prompt notice materials have been furnished to the other Sub-Advisor for their review in accordance with Section 8 of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Partythis Agreement.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 1940 Act ) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other reasonable expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx1940 Act) and all controlling persons controllxxx xxxxons (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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (aA) Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will MFS. MFS shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company as a result of any error of judgment by the Adviser or its Affiliates with respect to each Fund, except that nothing in this Agreement will operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will indemnify and hold harmless the Company against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company Trust, a Fund, IMCO, any affiliated persons thereof (within the meaning of the 1940 Act) and any controlling pexxxxx xhereof (as described in Section 15 of the Securities Act of 1933, as amended (the 1933 Act)) (collectively, IMCO Indemnities) may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other applicable statute, or at common law or otherwise directly arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made hereingross negligence, (ii) any willful misconduct, bad faith, faith or reckless disregard or gross negligence of the Adviser MFS in the performance of any of its duties or obligations hereunder or (iiiii) 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 Fund(s) Funds or the omission to state therein a material fact known to the Adviser MFS 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 6 933180 information furnished to the Company, IMCO or the omission of such information, Trust by the Adviser Indemnitees MFS Indemnities (as defined below) for use therein. (b) Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will . MFS shall indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Adviser Indemnitees") against IMCO Indemnities for any and all such 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein). (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) Except as may otherwise be provided by the 1940 Act or any other federal securities applicable law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will Subadviser shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Adviser or the Fund as a result of any error of judgment or mistake of law by the Adviser or its Affiliates Subadviser with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates Subadviser for, and the Adviser will Subadviser shall indemnify and hold harmless the Company against any and all lossesFund, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which the Company may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx1940 Act ) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser Subadviser in the performance of any of its duties or obligations hereunder or (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the 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 Company, Adviser or the omission of such information, Fund by the Adviser Indemnities Subadviser Indemnitees (as defined below) for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) a. Except as may otherwise be provided by the 1940 Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its "Affiliates") will shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Company Manager or the Trust as a result of any error of judgment or mistake of law by the Adviser or its Affiliates with respect to each Fundthe Portfolio, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser or its Affiliates for, and the Adviser will shall indemnify and hold harmless the Company Trust, the Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "Manager Indemnitees") against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Manager Indemnitees may become subject under the 1933 Act, the 1940 Act, the Advisers Act, or under any other statute, or at common law or otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iiiii) any untrue statement of a material fact contained in the Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) 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 Company, Manager or the omission of such information, Trust by the Adviser Indemnitees (as defined below) for use therein. (b) b. Except as may otherwise be provided by the 1940 Act or any other federal securities law, the Company will 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 0000 Xxx) 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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) otherwise arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 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 Prospectus and SAIRegistration Statement, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund(s) Portfolio or the omission to state therein a material fact known to the Adviser Manager which was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Manager or the omission of such information, Trust by the an Adviser Indemnities Indemnitee for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.

Liability and Indemnification. (a) E. Except as may otherwise be provided by the 1940 Investment Company Act or any other federal securities law, neither the Adviser Sub-Advisor nor any of its officers, members or employees (its "“Affiliates"”) will shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Advisor or the Company as a result of the provision by the Sub-Advisor of services pursuant to this Agreement or any error of judgment or mistake of law by the Adviser Sub-Advisor or its Affiliates with respect to each Fund, except that nothing in this Agreement will shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser Sub-Advisor or its Affiliates for, and the Adviser will Sub-Advisor shall indemnify and hold harmless the Company, the Advisor, 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 Securities Act of 1933, as amended (“1933 Act”)) (collectively, “Advisor Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Company Advisor Indemnitees may become subject under the 1933 Act, the 1940 Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any breach willful misconduct, bad faith, reckless disregard or gross negligence of the Sub-Advisor 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 Fund or the omission to state therein a material fact known to the Sub-Advisor 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 Advisor or the Company by the Adviser Sub-Advisor Indemnitees (as defined below) for use therein. F. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Advisor and the Company shall not be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) incurred or suffered by the Sub-Advisor as a result of an Adviser representation any error of judgment or warranty made hereinmistake of law by the Advisor with respect to each 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 Advisor for, and the Advisor shall indemnify and hold harmless the Sub-Advisor, all affiliated persons thereof (iiwithin 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, “Sub-Advisor Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Sub-Advisor Indemnitees may become subject under the 1933 Act, the Investment Company 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 Adviser Advisor in the performance of any of its duties or obligations hereunder or (iiiii) 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 Fund(s) or the omission to state therein a material fact known to the Adviser which Advisor that was required to be stated therein or necessary to make the statements therein not misleading, if unless such statement or omission was made in reliance upon information furnished to the Company, Advisor or the omission of such information, Company by the Adviser Sub-Advisor 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 Company will indemnify and hold harmless the Adviser, all affiliated persons thereof (within the meaning of Section 2(a)(3) of the 0000 Xxx) and all controlling persons (as described in Section 15 of the 1933 Act) (collectively, "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 this Agreement; provided however, the Company will not indemnify or hold harmless the Adviser Indemnitees for any losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) arising out of or based on (i) any breach by the Adviser of an Adviser representation or warranty made herein, (ii) 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 (iii) 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 Fund(s) 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 omission of such information, by the Adviser Indemnities for use therein. (c) A party seeking indemnification hereunder (the "Indemnified Party") will (i) provide prompt notice to the other of any claim ("Claim") for which it intends to seek indemnification, (ii) grant control of the defense and /or settlement of the Claim to the other party, and (iii) cooperate with the other party in the defense thereof. The Indemnified Party will have the right at its own expense to participate in the defense of any Claim, but will not have the right to control the defense, consent to judgment or agree to the settlement of any Claim without the written consent of the other party. The party providing the indemnification will not consent to the entry of any judgment or enter any settlement which (i) does not include, as an unconditional term, the release by the claimant of all liabilities for Claims against the Indemnified Party or (ii) which otherwise adversely affects the rights of the Indemnified Party.