Common use of Liability of the Adviser Clause in Contracts

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy may rely on information reasonably believed by it to be accurate and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall reliable. Except as may otherwise be liable to the Fund for any loss (including transaction costs) incurred required by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal the rules thereunder, neither the Adviser nor its stockholders, officers, trustees, employees, or state statutory law agents shall be subject to, and the Trust will indemnify such persons from and against, any liability for, or regulation, at common law or otherwise, insofar as such losses, claims, any damages, expenses expenses, or liabilities (losses incurred in connection with, any act or actions in respect thereof) arise omission connected with or arising out of or are based upon: (i) a breach by the Adviser of any services rendered under this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; providedAgreement, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject except by reason or of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties, or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Adviser nor its stockholders, officers, trustees, employees, or agents shall be subject to, and the Trust will indemnify such persons from and against, any liability for, or any damages, expenses, or losses incurred in connection with, any act or omission by a Sub-Adviser or any of the Sub-Adviser’s stockholders or partners, officers, trustees, employees, or agents connected with or arising out of any services rendered under a Sub-Advisory Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties under this Agreement, or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement. No trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever, in their official capacity, to any person, including the Sub-Adviser, other than to the Trust or its shareholders, in connection with Trust property or the affairs of the Trust, save only that arising from their bad faith, willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of their duty to such person's office ; and all such persons shall look solely to the Trust property for satisfaction of claims of any nature against a trustee, officer, employee or agent of the Trust arising in connection with the affairs of the Trust. Moreover, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of that Series only, and not against the assets or property of any other series of the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy may rely on information reasonably believed by it to be accurate and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall reliable. Except as may otherwise be liable to the Fund for any loss (including transaction costs) incurred required by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal the rules thereunder, neither the Adviser nor its members, officers, directors, employees, or state statutory law agents shall be subject to, and the Trust will indemnify such persons from and against, any liability for, or regulation, at common law or otherwise, insofar as such losses, claims, any damages, expenses expenses, or liabilities (losses incurred in connection with, any act or actions in respect thereof) arise omission connected with or arising out of or are based upon: (i) a breach by the Adviser of any services rendered under this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; providedAgreement, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject except by reason or of willful misfeasance, bad faith, gross or negligence in the performance of the Adviser’s duties, or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Adviser nor its members, officers, directors, employees, or agents shall be subject to, and the Trust will indemnify such persons from and against, any liability for, or any damages, expenses, or losses incurred in connection with, any act or omission by a Sub-Adviser or any of the Sub-Adviser’s stockholders or partners, officers, directors, employees, or agents connected with or arising out of any services rendered under a Sub-Adviser Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Adviser’s duties under this Agreement, or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement. No trustee, officer, employee, or agent of the Trust shall be subject to any personal liability whatsoever, in their official capacity, to any person, including the Sub-Adviser, other than to the Trust or its shareholders, in connection with Trust property or the affairs of the Trust, save only that arising from his or her bad faith, will misfeasance, negligence or reckless disregard of the duties involved in the conduct of his or her duty to such person's office ; and all persons shall look solely to the Trust property for satisfaction of claims of any nature against a Trustee, officer, employee or agent of the Trust arising in connection with the affairs of the Trust.. Moreover, the debts, liabilities, obligations, and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of that Series only, and not against the assets or property of any other series of the Trust

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy may rely on information reasonably believed by it to be accurate and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall reliable. Except as may otherwise be liable to the Fund for any loss (including transaction costs) incurred required by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal the rules thereunder, neither the Manager nor its members, officers, directors, employees, or state statutory law agents shall be subject to any liability for, or regulation, at common law or otherwise, insofar as such losses, claims, any damages, expenses expenses, or liabilities (losses incurred in connection with, any act or actions in respect thereof) arise omission connected with or arising out of or are based upon: (i) a breach by the Adviser of any services rendered under this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; providedAgreement, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject except by reason or of willful misfeasance, bad faith, gross or negligence in the performance of the Manager’s duties, or by reason of reckless disregard of the Manager’s obligations and duties under this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Manager nor its members, officers, directors, employees, or agents shall be subject to any liability for, or any damages, expenses, or losses incurred in connection with, any act or omission by a Portfolio Manager or any of the Portfolio Manager’s stockholders or partners, officers, directors, employees, or agents connected with or arising out of any services rendered under a Portfolio Management Agreement, except by reason of willful misfeasance, bad faith, or negligence in the performance of the Manager’s duties under this Agreement, or by reason of reckless disregard of the Manager’s obligations and duties under this Agreement. No Trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever, in their official capacity, to any person, including the Portfolio Manager, other than to the Trust or its shareholders, in connection with Trust property or the affairs of the Trust, save only that arising from their bad faith, willful misfeasance, negligence or reckless disregard of the duties involved in the conduct of their duty to such person's office ; and all such persons shall look solely to the Trust property for satisfaction of claims of any nature against a Trustee, officer, employee or agent of the Trust arising in connection with the affairs of the Trust. Moreover, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of that Series only, and not against the assets or property of any other series of the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Funds' Disclosure Documents. (b) The Adviser shall be liable to the Fund Funds for any loss (including transaction costs) incurred by the Fund Funds as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the a Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Trust’s Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party") ”), against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: : (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; ; (ii) any Improper Investment; ; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility only for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure DocumentsDocuments with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, with respect to the Fund, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "a “Fund Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in relating to any Adviser Disclosure Document or the omission or alleged omission from a the Adviser Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Fund Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Fund Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust. Furthermore, the Adviser shall not be liable for any such loss to the extent such loss was caused by an Indemnified Party's, or its agent's, willful misfeasance, bad faith, gross negligence or reckless disregard of its duties hereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for any breach of the accuracy representation and completeness (and liability for the lack thereofwarranty in section 7(c) in respect of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including reasonable transaction costs) incurred by the Fund attributable to the Adviser's willful misfeasance, bad faith, gross negligence or its reckless disregard of its obligations hereunder as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided and, in each case, previously agreed with the Adviser via Adviser's consent to the Adviserfile such Registration Statement; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) ), (the investments described in this subsection section (b) defined collectively are referred to as the "Improper InvestmentsIMPROPER INVESTMENTS"). (c) To the fullest extent permitted by applicable law, none of the Adviser, any affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, nor any person who controls the Adviser within the meaning of Section 15 of the 1933 Act (each, an "ADVISER PARTY") shall be liable to the Trust or the Fund for any losses, claims, damages, expenses or liabilities arising from any act or omission performed or omitted by it in connection with this Agreement or the Fund's business or affairs except for any such losses, claims, damages, expenses or liabilities that result directly from such Adviser Party's willful misfeasance, bad faith or gross negligence or reckless disregard of the Adviser's obligations hereunder. (d) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified PartyADVISER INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a any Improper Investment; or (ii) any breach by the Adviser of this Agreement or of the representations representation and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained warranty in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereundersection 7(c); provided, however, that nothing herein the Adviser Indemnified Parties shall not be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against indemnified for any liability or expenses to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of such Adviser Indemnified Party's willful misfeasance, bad faith, gross negligence or reckless disregard of the its duties involved in the conduct of such person's office with the Trusthereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party") ”), against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy may rely on information reasonably believed by it to be accurate and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall reliable. Except as may otherwise be liable to the Fund for any loss (including transaction costs) incurred required by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal the rules thereunder, neither the Adviser nor its members, officers, Trustees, employees, or state statutory law agents shall be subject to, and the Trust will indemnify such persons from and against, any liability for, or regulation, at common law or otherwise, insofar as such losses, claims, any damages, expenses expenses, or liabilities (losses incurred in connection with, any act or actions in respect thereof) arise omission connected with or arising out of or are based upon: (i) a breach by the Adviser of any services rendered under this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; providedAgreement, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject except by reason or of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties, or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement. Except as may otherwise be required by the 1940 Act or the rules thereunder, neither the Adviser nor its members, officers, Trustees, employees, or agents shall be subject to, and the Trust will indemnify such persons from and against, any liability for, or any damages, expenses, or losses incurred in connection with, any act or omission by a Sub-Adviser or any of the Sub-Adviser’s stockholders or partners, officers, Trustees, employees, or agents connected with or arising out of any services rendered under a Sub-Adviser Agreement, except by reason of willful misfeasance, bad faith, or gross negligence in the performance of the Adviser’s duties under this Agreement, or by reason of reckless disregard of the Adviser’s obligations and duties under this Agreement. No trustee, officer, employee or agent of the Trust shall be subject to any personal liability whatsoever, in his or her official capacity, to any person, including the Sub-Adviser, other than to the Trust or its shareholders, in connection with Trust property or the affairs of the Trust, save only that arising from his or her bad faith, willful misfeasance, gross negligence or reckless disregard of the duties involved in the conduct of his or her duty to such person's office ; and all such persons shall look solely to the Trust property for satisfaction of claims of any nature against a trustee, officer, employee or agent of the Trust arising in connection with the affairs of the Trust. Moreover, the debts, liabilities, obligations and expenses incurred, contracted for or otherwise existing with respect to a Series shall be enforceable against the assets and property of that Series only, and not against the assets or property of any other series of the Trust.

Liability of the Adviser. (a) The Notwithstanding any other provision of this Agreement, the Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure DocumentsDocuments solely to the extent such statements relate to the Adviser and the investment strategies employed by the Adviser in managing the Fund, and provided that any changes to such disclosure are provided in writing to the Adviser in advance of any filing. (b) The Neither the Adviser nor any of its directors, officers, members, shareholders, agents or employees shall be liable have any liability to the Trust, the Fund or any shareholder of the Fund for any error of judgment, mistake of law, or loss (including transaction costs) incurred by the Fund as a result arising out of any investment made by the Adviser in contravention of: (i) investment, or for any investment policy, guideline other act or restriction set forth omission in the Registration Statement performance by Adviser of its duties hereunder, except for liability resulting from willful misfeasance, bad faith, or as approved gross negligence on Adviser’s part in the performance of its duties or from reckless disregard by the Board from time to time it of its obligations and provided duties under this Agreement, except to the Adviser; or (iiextent otherwise provided in Section 36(b) applicable law, including but not limited to of the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source concerning loss resulting from a breach of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments")fiduciary duty. (c) The Adviser shall agrees to indemnify and hold harmless defend the Trust, each affiliated person the Fund, their officers, trustees, and employees for any loss or expense (including reasonable attorneys’ fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged breach of this Agreement or material misstatement or omission in the Disclosure Documents made by the Adviser and provided to the Trust within or the meaning of Section 2(a)(3Fund by the Adviser. (d) of The Trust agrees to indemnify and defend the 1940 ActAdviser, and each its officers, directors, members, employees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (Adviser for any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses loss or liabilities expense (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewithattorney’s fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise arising out of or are based upon: (i) in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged misstatement or omission in the Disclosure Documents other than a breach misstatement or omission made in reliance upon written information furnished by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trustas set forth above.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Company’s Disclosure DocumentsDocuments relating to the Adviser and the Adviser’s affiliates, the Company’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Notwithstanding Section 13(c) of this Agreement, the Adviser shall be liable to the Fund Company for any loss (including transaction costs) incurred by the Fund Company as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) Except as expressly set forth in Section 13(b) of this Agreement, absent the Adviser’s breach of this Agreement or the willful misconduct, bad faith, negligence or reckless disregard of the obligations or duties hereunder on the part of the Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any position. (d) The Adviser shall indemnify and hold harmless the TrustCompany, each affiliated person of the Trust Company within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Company within the meaning of Section 15 of the 1933 Act (any such said person, an "a “Company Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Company Indemnified Party who is a Trustee Director or officer of the Trust Company against any liability to the Trust Company or to its the Company’s shareholders to which such said Company Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the TrustCompany. (e) The Company shall, to the fullest extent permitted by law and the Company’s governing documents, but subject to Section 13(f) below, indemnify and save harmless the Adviser, its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (any said person, an “Adviser Indemnified Party”) from and against any and all claims, liabilities, damages, losses, and reasonable and documented costs and expenses, that are incurred by any Adviser Indemnified Party and that arise out of or in connection with the performance or non-performance of or by the Adviser Indemnified Party of any of the Adviser’s responsibilities hereunder (collectively, “Adviser Losses”), provided that an Adviser Indemnified Party shall be entitled to indemnification hereunder only if the Adviser Indemnified Party acted in good faith and in a manner the Adviser Indemnified Party reasonably believed to be in, or not opposed to, the best interests of the Company; provided, however, that no Adviser Indemnified Party shall be indemnified for Adviser Losses by reason of willful misfeasance, fraud, bad faith, negligence or reckless disregard of the Adviser Indemnified Party’s duties under this Agreement (“Disabling Conduct”). Notwithstanding the foregoing: (i) Any indemnification under Section 13(e) of this Agreement shall be made by the Company, solely out of the assets of the Company, only if authorized in the specific case on a determination that indemnification of the Adviser Indemnified Party is proper in the circumstances because the Adviser Indemnified Party is not prohibited from indemnification because of any Disabling Conduct, by: (a) a majority vote of a quorum consisting of the Directors who are not interested persons of the Company or the Adviser; or (b) a written opinion of legal counsel knowledgeable of the laws of the U.S. federal securities laws, including the 1940 Act and Advisers Act, and independent of the Adviser Indemnified Party and the Company and agreed to by the Company. (ii) An Adviser Indemnified Party shall not be entitled to indemnification with respect to any Adviser Losses that arise out of or in connection with any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative between the Adviser Indemnified Party and the Company. (iii) For the avoidance of doubt, this Section 13 does not entitle an Adviser Indemnified Party to any advancement or prepayment of any Adviser Losses. (f) Notwithstanding Section 13(e) of this Agreement, an Adviser Indemnified Party shall not be entitled to indemnification under this Agreement if such indemnification by the Company, is inconsistent with the laws, rules, or regulations of the Cayman Islands, or the U.S. federal securities laws, including the 1940 Act, the Advisers Act, the 1933 Act and the 1934 Act and the rules and regulations thereunder, or applicable SEC or SEC staff written guidance, positions or interpretations.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure DocumentsDocuments relating to the Adviser and the Adviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or its investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) In the absence of willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, the Adviser shall not be subject to liability to the Fund or to any shareholder of the Fund for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security or other asset or instrument by the Fund. (b) Each party to this Agreement shall indemnify and hold harmless the other party and the shareholders, members, directors, managers, trustees, officers and employees of the other party (any such person, an “Indemnified Party”) against any loss, liability, claim, damage or expense (including the reasonable cost of investigating and defending any alleged loss, liability, claim, damage or expenses and reasonable counsel fees incurred in connection therewith) arising out of the Indemnified Party’s performance or non-performance of any duties under this Agreement provided, however, that nothing herein shall be deemed to protect any Indemnified Party against any liability to which such Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of duties hereunder or by reason of reckless disregard of obligations and duties under this Agreement. (c) No provision of this Agreement shall be construed to protect any Trustee or officer of the Fund, or officer of the Adviser, from liability in violation of Sections 17(h) or (i) of the 1940 Act. (d) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of the statements in the Fund's Disclosure Documents’s offering materials (including the prospectus, the statement of additional information, and advertising and sales materials), except for information provided by the administrator of the Fund or another third party for inclusion therein. (be) The Adviser shall be liable to the Fund for any loss (including transaction costsbrokerage charges) incurred by the that Fund as a result of any improper investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of directly related to its' statements in the each Fund's Disclosure Documents. (b) The Adviser its affiliates, and its and their respective officers, directors, members, principals, shareholders, controlling persons, representatives, partners, managers, employees, agents, affiliates or assigns shall not be liable to the a Fund for any loss loss, claims, damages, expenses or liabilities (including transaction costs"Losses") except for Losses incurred by the Fund as a result of (i) any investment made by the Adviser in contravention of: (ia) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments")) and (ii) the Losses described in subsection (c) below. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities Losses (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained made by the Adviser in any Disclosure Document or the Adviser's omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any Loss suffered as a consequence of any action or inaction of any administrator, custodian or transfer agent appointed by the Funds. To the extent permitted by applicable the law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential Losses.

Liability of the Adviser. (a) The Adviser shall have responsibility for any breach of the accuracy representation and completeness (and liability for the lack thereofwarranty in section 8(c) in respect of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund Company for any loss (including reasonable transaction costs) incurred by the Fund Company attributable to the Adviser's willful misfeasance, bad faith, gross negligence or its reckless disregard of its obligations hereunder as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Articles of Association or Registration Statement or as approved by the Board from time to time and provided and, in each case, previously agreed with the Adviser via Adviser's consent to the Adviserfile such Registration Statement; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection section (b) defined collectively are referred to as the "Improper InvestmentsIMPROPER INVESTMENTS"). (c) To the fullest extent permitted by applicable law, none of the Adviser, any affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, nor any person who controls the Adviser within the meaning of Section 15 of the 1933 Act (each, an "ADVISER PARTY") shall be liable to the Company or the Fund for any losses, claims, damages, expenses or liabilities arising from any act or omission performed or omitted by it in connection with this Agreement or the Company's business or affairs except for any such losses, claims, damages, expenses or liabilities that result directly from such Adviser Party's willful misfeasance, bad faith or gross negligence or reckless disregard of the Adviser's obligations hereunder. (d) The Adviser shall indemnify and hold harmless the TrustCompany, each affiliated person of the Trust Company within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Company within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified PartyADVISER INDEMNIFIED PARTY") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a any Improper Investment; or (ii) any breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (iiwarranty in Section 8(c) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein the Adviser Indemnified Parties shall not be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against indemnified for any liability to the Trust or to its shareholders expenses to which such Adviser Indemnified Party would otherwise be subject by reason or of such Adviser Indemnified Party's willful misfeasance, bad faith, gross negligence or reckless disregard of the its duties involved in the conduct of such person's office with the Trusthereunder.

Liability of the Adviser. (a) The Notwithstanding any other provision of this Agreement, the Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure DocumentsDocuments solely to the extent such statements relate to the Adviser and the investment strategies employed by the Adviser in managing the Fund, and provided that any changes to such disclosure are provided in writing to the Adviser in advance of any filing. (b) The Neither the Adviser nor any of its trustees, officers, shareholders, agents or employees shall be liable have any liability to the Trust, the Fund or any shareholder of the Fund for any error of judgment, mistake of law, or loss (including transaction costs) incurred by the Fund as a result arising out of any investment made by the Adviser in contravention of: (i) investment, or for any investment policy, guideline other act or restriction set forth omission in the Registration Statement performance by Adviser of its duties hereunder, except for liability resulting from willful misfeasance, bad faith, or as approved gross negligence on Adviser’s part in the performance of its duties or from reckless disregard by the Board from time to time it of its obligations and provided duties under this Agreement, except to the Adviser; or (iiextent otherwise provided in Section 36(b) applicable law, including but not limited to of the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source concerning loss resulting from a breach of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments")fiduciary duty. (c) The Adviser shall agrees to indemnify and hold harmless defend the Trust, each affiliated person the Fund, their officers, trustees, and employees for any loss or expense (including reasonable attorneys’ fees) arising out of or in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged breach of this Agreement or material misstatement or omission in the Disclosure Documents made by the Adviser and provided to the Trust within or the meaning of Section 2(a)(3Fund by the Adviser. (d) of The Trust agrees to indemnify and defend the 1940 ActAdviser, and each its officers, trustees, employees and any person who controls the Trust within the meaning of Section 15 of the 1933 Act (Adviser for any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses loss or liabilities expense (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewithattorney’s fees) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise arising out of or are based upon: (i) in connection with any claim, demand, action, suit or proceeding relating to any actual or alleged misstatement or omission in the Disclosure Documents other than a breach misstatement or omission made in reliance upon written information furnished by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trustas set forth above.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Company’s Disclosure Documents. (b) The Adviser shall be liable to the Fund Company for any loss (including transaction costs) incurred by the Fund Company as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the TrustCompany, each affiliated person of the Trust Company within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Company within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other U.S. federal or state statutory law or regulation or Cayman Islands law, rule or regulation, at common law law, or otherwise, insofar as such said losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee Director or officer of the Trust Company against any liability to the Trust Company or to its the Company’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the TrustCompany.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents specifically derived from information supplied by the Fund's Disclosure DocumentsAdviser for inclusion therein. (b) The Notwithstanding Section 14(c) of this Agreement, the Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) Except as expressly set forth in Section 14(b) of this Agreement, absent the Adviser’s material breach of this Agreement or the willful misfeasance, bad faith, gross negligence, or reckless disregard of the obligations or duties hereunder on the part of the Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained by a Fund. (d) The Adviser shall indemnify and hold harmless the TrustFunds, each affiliated person of the Trust Funds within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Funds within the meaning of Section 15 of the 1933 Act (any such said person, an "a “Fund Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense, or liability and reasonable counsel fees incurred in connection therewith) to which any said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement of a material fact by the Adviser contained in any Disclosure Document that is specifically derived from information supplied by Adviser for inclusion therein, or the omission by the Adviser in providing such information for use within a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; provided, however, that nothing herein shall be deemed to protect any Fund Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to the Trust’s shareholders to which said Fund Indemnified Party otherwise would be subject by reason or willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of said person’s office with the Trust. (e) The Trust shall indemnify and hold harmless the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any said person, an “Adviser Indemnified Party”) against any and all losses, claims, damages, expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser Trust of this Agreement or of the representations and warranties made by the Adviser Trust herein; or (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document relating to the Trust and the Trust’s affiliates, the Trust’s investment strategies and related risks, and other information not supplied by Adviser for inclusion therein, or the omission or alleged omission by the Trust from a Disclosure Document of a material fact regarding the Trust or the Trust’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Adviser Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Adviser Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in duties. (f) Notwithstanding Section 14(e) of this Agreement, an Adviser Indemnified Party shall not be entitled to indemnification under this Agreement if such indemnification by the conduct of such person's office Trust is inconsistent with the TrustU.S. federal securities laws, including the 1940 Act, the Advisers Act, the 1933 Act and the 1934 Act and the rules and regulations thereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure DocumentsDocuments solely to the extent such statements relate to disclosure regarding the Adviser and the investment strategy employed by the Adviser in managing the Fund, and provided that any changes to such disclosure are first acknowledged by the Adviser in writing. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or OR (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Subject to the provisions of Section 3(a) and 14(a) of this Agreement, the Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact related to the management of the Fund's investment portfolio contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of statements in the Fund's Disclosure DocumentsDocuments with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser or any Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; as well as any loss resulting from a trade error caused in whole or part by the Adviser or any Sub-Adviser of the Fund; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). If a loss to the Fund is caused in whole or part by a Sub-Adviser, the Adviser shall only be liable to the extent that the Sub-Adviser does not fully reimburse the Fund for such loss in accordance with the terms of its Sub-Advisory Agreement. (c) The Adviser shall indemnify and hold harmless the Trust with respect to each Fund managed by the Adviser, the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, 's trustees and officers and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; , for purposes of this Section 14(c)(iv) solely with respect to the Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or (iv) alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser's performance or non-performance of its duties hereunder, as contemplated in Section 7(d) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. Notwithstanding the foregoing, the Adviser shall not be liable for any such loss to the extent such loss was caused by an Indemnified Party's, or its agent's, willful misfeasance, bad faith, negligence or reckless disregard of its duties hereunder ("Disabling Conduct"), such Disabling Conduct having been determined by a court of competent jurisdiction or an arbitration proceeding to which such individual or entity was a party. For the avoidance of doubt, the Adviser shall indemnify the Indemnified Parties for such loss and will only be reimbursed by the Indemnified Parties after such determination is made. (d) For purposes of clarification, and subject to the above provisions of this Section 14, except with respect to Adviser Disclosure or Improper Investments, the Adviser shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Adviser against any liability to the Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any direct loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) For the avoidance of doubt, the Adviser shall not be liable to the Fund for any such contravention as a result of changes in market prices or exchange rates, withdrawals or contributions to the Fund or securities or instruments received as a result of corporate actions (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all direct losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise directly out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunderhereunder but excluding for the avoidance of doubt and without limitation, any special, punitive, indirect or consequential loss or damage or loss of profits of any kind whatsoever and whether or not foreseeable, properly incurred by the Indemnified Party; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any direct loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) ). For the avoidance of doubt, the Adviser shall not be liable to the Fund for any such contravention as a result of changes in market prices or exchange rates, withdrawals or contributions to the Fund or securities or instruments received as a result of corporate actions (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall be liable to the Fund for any direct loss incurred by the Fund arising out of the Fund's use of the name "Harvest Funds" as part of the name of the Fund. (d) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all direct losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise directly out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; (iv) the Fund's use of the name "Harvest Funds" as part of the name of the Fund; or (ivv) the Adviser's performance or non-performance of its duties hereunderhereunder but excluding for the avoidance of doubt and without limitation, any special, punitive, indirect or consequential loss or damage or loss of profits of any kind whatsoever and whether or not foreseeable, properly incurred by the Indemnified Party; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements made by the Adviser in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) ("Losses") to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based uponcaused by: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained made by the Adviser in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated by the Adviser therein or necessary to make the statements therein not misleading; or (iv) the Adviser's negligence, gross negligence or willful misconduct in the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee . (d) Notwithstanding anything inconsistent or officer of the Trust against any liability to the Trust contrary, the Adviser shall have no liability or indemnity obligation to its shareholders to which such an Indemnified Party would otherwise be subject Party, a Fund or shareholder for any Losses caused by reason an Indemnified Party, Fund or willful misfeasance, bad faithshareholder's negligence, gross negligence or reckless disregard willful misconduct; and, no party shall have any liability or responsibility for indirect, special or consequential damages even if advised of the duties involved same. (e) The Trust and the Fund understands that certain provisions of this Agreement including, without limitation, this section of this Agreement, may serve to limit the potential liability of the Adviser. The Trust and the Fund have had the opportunity to consult with Adviser as well as, if desired, its professional advisors and legal counsel as to the effect of these provisions. The Trust and the Fund further understand that certain federal and state securities laws including, but not limited to, the Advisers Act, may impose liability or allow for legal remedies even where the Adviser has acted in good faith and that the conduct rights under those laws may be non-waivable. Nothing in this Agreement shall, in any way, constitute a waiver or limitation by the Trust or Fund of such person's office any rights which may not be so limited or waived in accordance with the Trustapplicable law.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of directly related to its statements in the each Fund's ’s Disclosure Documents. (b) The Adviser Adviser, its affiliates and its and their respective officers, directors, members, principals, shareholders, controlling persons, partners, managers, employees, agents, affiliates or assigns shall be liable to the a Fund for any loss loss, claims, damages, expenses or liabilities (including transaction costs) incurred by the Fund “Losses”), as a result of (i) any investment made by the Adviser in contravention of: (ia) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”); and (ii) the Losses described in subsection (c) below. Notwithstanding the foregoing and for the avoidance of doubt, the Adviser shall not be liable for any Losses in connection with any matters for which the Adviser is not responsible or does not perform a role as set forth in this Agreement. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities Losses (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities Losses (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained made by the Adviser in any Disclosure Document or the Adviser’s omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or ’s non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's ’s office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any Loss suffered as a consequence of any action or inaction of any administrator, custodian, distributor or transfer agent appointed by the Funds or the Trust. To the extent permitted by applicable law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential Losses. (d) There is no capital guarantee with respect to the Adviser’s management of a Fund and investors of the Fund may experience a capital loss. The Trust understands that investment decisions made for a Fund by Adviser are subject to various market, currency, economic, political, business and structural risks, and that those investment decisions will not always be profitable. (e) The Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of statements in the Fund's Disclosure Documents.. with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.a

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness in all material respects (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) Documents relating to the Adviser and its affiliates, the Fund's investment strategies and related risks and other information supplied by Adviser for inclusion therein. The Adviser shall not be liable deemed by virtue of this Agreement to have made any representation or warranty that any level of investment performance or level of investment results will be achieved or that Adviser's overall management of the Fund will be successful. The Fund understands that investment decisions made for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any are subject to various market, currency, economic, political and business risks, and that those investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but decisions will not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments")always be profitable. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Trust Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's negligent performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect the Trust or any Trust Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which the Trust or such Trust Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the TrustTrust or its duties under this Agreement.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Funds' Disclosure DocumentsDocuments with respect to disclosure about the Adviser, the manner in which the Adviser manages the Funds or information relating directly or indirectly to the Adviser, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgement of the Adviser from and after the time that such Disclosure Documents are reviewed by the Advisor. (b) The Adviser shall be liable to the Fund Funds for any loss (including transaction costs) incurred by the Fund Funds as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's a Funds' failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; , for purposes of this Section 14(c)(iv) solely with respect to the Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or (iv) alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser's performance or non-performance of its duties hereunder, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of statements in the Fund's Disclosure Documents.Documents with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser or any Sub-Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; as well as any loss resulting from a trade error caused in whole or part by the Adviser or any Sub-Adviser of the Fund; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). If a loss to the Fund is caused in whole or part by a Sub-Adviser, the Adviser shall only be liable to the extent that the Sub-Adviser does not fully reimburse the fund for such loss in accordance with the terms of its Sub-Advisory Agreement. (c) The Adviser shall indemnify and hold harmless the TrustTrust with respect to each Fund managed by the Adviser, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; , for purposes of this Section 14(c)(iv) solely with respect to the Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or (iv) alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser's performance or non-performance of its duties hereunder, as contemplated in Section 7(d) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, and subject to the above provisions of this Section 14, except with respect to Adviser Disclosure or Improper Investments, the Adviser shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Adviser against any liability to the Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure DocumentsDocuments relating to the Adviser and the Adviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such these losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, the Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements the Adviser Disclosure contained in the Fund's Disclosure DocumentsDocuments in accordance with the covenants set forth in Section 7(c) herein, provided that no changes to the Adviser Disclosure regarding such matters are made to any applicable Disclosure Documents without the prior written consent of the Adviser from and after the time that the Adviser Disclosure was provided. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's willful misfeasance, bad faith, or negligence or reckless disregard of its obligations and duties hereunder; or (iv) any untrue statement or alleged untrue statement of a material fact contained in the Adviser Disclosure included in any Disclosure Document or the omission or alleged omission from the Adviser Disclosure included in a Disclosure Document of a material fact known to the Adviser which is required to be stated therein or necessary to make the statements therein not misleading; misleading (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or (ivalleged omission is the result of any change made to any applicable Disclosure Document without the prior written consent or other acknowledgment of the Adviser from and after the time that the Adviser Disclosure was provided for inclusion in the Disclosure Document, as contemplated in Section 7(c) the Adviser's performance or non-performance of its duties hereunderhereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. In no case shall the Adviser be liable under this indemnity with respect to any claim made against any particular Indemnified Party unless such Indemnified Party shall have notified the Adviser in writing within ten business days after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Trust or its controlling persons. (d) Subject to the foregoing provisions of this Section 14, except with respect to Adviser Disclosure or Improper Investments, the Adviser shall not be liable for any losses, claims, damages, expenses or liabilities (collectively, "losses") incurred or suffered by the Fund as a result of any, error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Adviser against any liability to the Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. Except to the extent prohibited by the 1940 Act, the Fund's Declaration of Trust or By- Laws or any federal securities law, the Trust shall indemnify and hold harmless the Adviser, each affiliated person of the Adviser within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Adviser within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of out of or are based upon the services provided by the Adviser under this Agreement and result from the negligence, improper, fraudulent or unauthorized acts or omissions by the Trust or its officers, trustees, agents, representatives, or service providers, other than acts or omissions caused directly or indirectly by the Adviser, provided that nothing in this Agreement shall protect an Indemnified Party against any liability to the Fund to which the Indemnified Party would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder. In no case shall the Trust be liable under this indemnity with respect to any claim made against any particular Indemnified Party unless such Indemnified Party shall have notified the Trust in writing within ten business days after the summons or other first legal process giving information of the nature of the claim shall have been served upon the Adviser or its controlling persons. (e) No Indemnified Party shall settle, terminate, appeal or otherwise dispose of any claim that may fall under this indemnification section without the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error caused by the Adviser or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust. Furthermore, the Adviser shall not be liable for any losses to the extent said losses were caused by an Indemnified Party’s, or an Indemnified Party’s agent’s, willful misfeasance, bad faith, gross negligence, or reckless disregard of the Indemnified Party’s duties hereunder. To the extent permitted by applicable law, the Adviser shall not be liable for indirect, special, incidental, punitive, or consequential losses.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Company’s Disclosure Documents. (b) The Adviser shall be liable to the Fund Company for any loss (including transaction costs) incurred by the Fund Company as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the TrustCompany, each affiliated person of the Trust Company within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust Company within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other U.S. federal or state statutory law or regulation or Cayman Islands law, rule or regulation, at common law law, or otherwise, insofar as such said losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee Director or officer of the Trust Company against any liability to the Trust Company or to its the Company’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the TrustCompany. (d) The Company shall indemnify the Adviser or any of the Adviser’s directors, officers, employees, or affiliates for all losses, damages, liabilities, costs, and expenses (including legal) (“Losses”) incurred by the Adviser by reason of or arising out of any act or omission by the Company under this Agreement, or any breach of warranty, representation, or agreement hereunder, except to the extent that such Losses arise as a result of the Adviser’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the Adviser’s duties or the Adviser’s failure to exercise due care in rendering the Adviser’s services to the Company specified in this Agreement.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Funds' Disclosure DocumentsDocuments which have been prepared by the Adviser. (b) The Adviser shall be liable to the each Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document prepared by the Adviser or the omission or alleged omission from a Disclosure Document prepared by the Adviser of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure DocumentsDocuments to the extent supplied by the Adviser. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"); provided, however, that the Adviser shall not be liable for any Improper Investment made in good faith reliance upon the written advice of counsel to the Fund or the Trust. (cd) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper InvestmentInvestment to the extent not made in good faith reliance upon the advice of counsel to the Fund or the Trust; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document and supplied by the Adviser or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder, ; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Funds' Disclosure Documents. (b) The Adviser shall be liable to the each Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document prepared by the Adviser or the omission or alleged omission from a Disclosure Document prepared by the Adviser of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure DocumentsDocuments relating to the Adviser, the investment objective, investment strategies or risks of the Fund. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund attributable to the Adviser's gross negligence or willful misconduct as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper InvestmentInvestment attributable to the Adviser's gross negligence or willful misconduct; (iii) any untrue statement or alleged untrue statement of a material fact relating to the Adviser, the investment objective, investment strategies and risks of the Fund contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its material duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's ’s office with the Trust.

Liability of the Adviser. (a) The Notwithstanding any other provision of this Agreement, the Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure DocumentsDocuments solely to the extent such statements relate to disclosure regarding the Adviser and the investment strategies employed by the Adviser in managing the Fund, and provided that any changes are provided in writing to the Adviser. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Subject to the provisions of Section 3(a) and 16(a) of this Agreement, the Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such these losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser cannot guarantee the future performance of the Fund, and neither the Adviser nor any of its officers, principals, partners, or employees make any representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Adviser. Except as may otherwise be provided by law or herein, the Adviser will not be liable to any person for any act or failure to act by SEI, the Fund’s custodian or transfer agent, any authorized participant(s), market makers, or any a brokerage firm or any other third party. (b) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements that it provides for inclusion in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (bc) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (cd) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party") ”), against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact supplied by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Notwithstanding any other provision of this Agreement, Tthe Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure DocumentsDocuments solely to the extent such statements relate to disclosure regarding the Adviser and the investment strategy employed by the Adviser in managing the Fund, and provided that any changes to such disclosure are first acknowledged by the Adviser in writing. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Subject to the provisions of Section 3(a) and 14(a) of this Agreement, the Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or that are based upona direct result of: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact related to the management of the Fund's investment portfolio contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance nonperformance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of directly related to its' statements in the each Fund's Disclosure Documents. (b) The Adviser its affiliates, and its and their respective officers, directors, members, principals, shareholders, controlling persons, representatives, partners, managers, employees, agents, affiliates or assigns shall not be liable to the a Fund for any loss loss, claims, damages, expenses or liabilities (including transaction costs"Losses") except for Losses incurred by the Fund as a result of (i) any investment made by the Adviser in contravention of: (ia) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments")) and (ii) the Losses described in subsection (c) below. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities Losses (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained made by the Adviser in any Disclosure Document or the Adviser's omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The Adviser shall neither be liable to any indemnified Party for any Loss suffered as a consequence of any action or inaction of any administrator, custodian or transfer agent appointed by the Funds. To the extent permitted by applicable the law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential Losses.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of directly related to its statements in the Fund's Disclosure Documents. (b) The Adviser Adviser, its affiliates and its and their respective officers, directors, members, principals, shareholders, controlling persons, partners, managers, employees, agents, affiliates or assigns shall be liable to the Fund for any loss loss, claims, damages, expenses or liabilities (including transaction costs) incurred by the Fund "Losses"), as a result of (i) any investment made by the Adviser in contravention of: (ia) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (iib) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"); and (ii) the Losses described in subsection (c) below. Notwithstanding the foregoing and for the avoidance of doubt, the Adviser shall not be liable for any Losses in connection with any matters for which the Adviser is not responsible or does not perform a role as set forth in this Agreement. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities Losses (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities Losses (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained made by the Adviser in any Disclosure Document or the Adviser's omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any Loss suffered as a consequence of any action or inaction of any administrator, custodian, distributor or transfer agent appointed by the Fund or the Trust. To the extent permitted by applicable law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential Losses. (d) There is no capital guarantee with respect to the Adviser's management of the Fund and investors of the Fund may experience a capital loss. The Trust understands that investment decisions made for the Fund by Adviser are subject to various market, currency, economic, political, business and structural risks, and that those investment decisions will not always be profitable. (e) The Adviser shall not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Adviser shall take reasonable steps to minimize service interruptions but shall have no liability with respect thereto.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of statements in the Fund's Disclosure Documents.Documents with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; , for purposes of this Section 14(c)(iv) solely with respect to the Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or (iv) alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser's performance or non-performance of its duties hereunder, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, and subject to the above provisions of this Section 14, except with respect to Adviser Disclosure or Improper Investments, the Adviser shall not be liable for any error of judgment or mistake of law, or for any loss arising out of any investment or for any act or omission in the execution of securities transactions for the Fund, provided that nothing in this Agreement shall protect the Adviser against any liability to the Fund to which the Adviser would otherwise be subject by reason of willful misfeasance, bad faith, or negligence in the performance of its duties hereunder or by reason of its reckless disregard of its obligations and duties hereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Funds’ Disclosure Documents. (b) The Adviser shall be liable to the Fund Funds for any loss (including transaction costs) incurred by the a Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the a Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's ’s office with the Trust.

Liability of the Adviser. (a) The Notwithstanding any other provision of this Agreement, the Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure DocumentsDocuments solely to the extent such statements relate to disclosure regarding the Adviser and the investment strategy employed by the Adviser in managing the Fund, and provided that any changes to such disclosure are first acknowledged by the Adviser in writing. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser Advisor in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Subject to the provisions of Section 3(a) and 14(a) of this Agreement, the Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or that are based upona direct result of: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact related to the management of the Fund's investment portfolio contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall the Advisershall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. Neither party to this Agreement shall be responsible or liable for any failure or delay in performance of its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to TO satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements relating to the Adviser or its investment strategy in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact relating to the Adviser or its investment strategy contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact relating to the Adviser or its investment strategy required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) Except as set forth below, the Adviser and each of its managers, members, principals, employees, directors, officers and affiliates shall not be liable for any error of judgment, mistake of law or action performed or omitted to be performed in managing the Assets, including, without limitation, any loss arising out of any investment or act or omission in the execution of securities transactions for the Assets, to the extent that such act or omission is not the result of the Adviser's breach of the Agreement, willful misfeasance, bad faith, or gross negligence. The Adviser shall have no responsibility with respect to any assets of the Fund other than the Assets and shall not be responsible for any indirect, consequential, special, or punitive damages or any loss incurred by reason of any act or omission of any broker or dealer, the accuracy Custodian, or other agent or service provider with respect to the Assets. The Adviser will have no responsibilities, liabilities or obligations with respect to determining whether the Fund has authority to enter into this Agreement, and completeness (is entitled to fully rely on representations of the Fund that it has received all necessary approvals and authorizations to enter into this Agreement or to grant any authority to the Adviser under this Agreement. To the fullest extent permitted by law and without limiting any other remedy available to the Adviser, the Fund shall hold the Adviser and any other corporation and/or partnership with which it is affiliated, directly or indirectly, and any employees, directors, officers and partners thereof harmless and shall indemnify the Adviser and any other such corporation or partnership and employees, directors, officers, and partners thereof against any and all costs, expenses, liability for or loss, including legal expenses which they may incur or suffer, if and to the lack thereof) extent such costs, expenses, liability or loss are caused by the inaccuracy or breach by the Fund of statements any of the provisions of this Agreement. Except insofar as the same may result from the Adviser's or the Adviser's employees' breach of this Agreement, willful misfeasance, bad faith or gross negligence, the Fund agrees to indemnify the Adviser against all costs, losses, claims and expenses which may be incurred by the Adviser or its employees arising out of the Adviser or its employees acting in the Fund's Disclosure Documents. (b) good faith in reliance upon an instruction given in accordance with this Agreement. The Adviser shall be liable to indemnify and hold harmless the Fund for and 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 0000 Xxx) against any loss and all losses, claims, damages, liabilities or litigation (including transaction costsreasonable legal and other expenses) incurred by reason of or arising out of (a) the Fund as a result Adviser being in material violation of any investment made by the Adviser in contravention of: (i) applicable federal or state law, rule or regulation or any investment policy, guideline policy or restriction set forth in the Funds' Registration Statement or as approved any written guidelines or instruction provided in writing by the Board from time to time and provided to Board, (b) the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's Assets' failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). , or (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance willful misfeasance, bad faith or non-gross negligence generally in the performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee hereunder or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties under this Agreement. Nothing in this Agreement shall be effective to constitute a waiver by the duties involved in Fund of compliance with any provision of the conduct of such person's office with the TrustAdvisers Act, or any rule, regulation, or order thereunder.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). Notwithstanding the foregoing and for the avoidance of doubt, the Adviser shall not be liable for any losses in connection with any matters for which the Adviser is not responsible or does not perform a role as set forth in this Agreement, but will be liable only for willful misconduct, bad faith, negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Fund specified in this Agreement. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any loss suffered as a direct consequence of any action or inaction of any administrator, custodian, distributor or transfer agent appointed by the Funds or the Trust. To the extent permitted by applicable law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential losses.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). For the avoidance of doubt, notwithstanding any other provision in this Agreement, it is not intended that the Adviser be liable for the performance or profitability of the Fund or any part thereof, if and to the extent that the Adviser's investment decisions are not in contravention of item (b)(i) or (b)(ii). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) only of statements in the Fund's Disclosure DocumentsDocuments with respect to the Adviser Disclosure, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) the Adviser's performance or non-performance of its duties hereunder to the extent that the Adviser has acted with willful misfeasance, bad faith, or negligence or with reckless disregard of its obligations and duties hereunder or (iv) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; , for purposes of this Section 14(c)(iv) solely with respect to the Adviser Disclosure (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or (iv) alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser's performance or non-performance of its duties hereunder, as contemplated in Section 7(c) hereof); provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements regarding the Adviser and/or the Fund's investment objectives and investment policies in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). Notwithstanding the foregoing and for the avoidance of doubt, the Adviser shall not be liable for any losses in connection with any matters for which the Adviser is not responsible or does not perform a role as set forth in this Agreement or for any error of judgment or mistake of law, but will be liable only for willful misconduct, bad faith, gross negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Fund specified in this Agreement. (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust. The Adviser shall neither be liable to any Indemnified Party for any loss suffered as a direct consequence of any action or inaction of any administrator, custodian, distributor or transfer agent appointed by the Funds or the Trust. To the extent permitted by applicable law, the Adviser shall not be liable for indirect, special, incidental, punitive or consequential losses.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the THE lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i1) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, . expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust.

Liability of the Adviser. (a) In the absence of any willful misfeasance, bad faith, or gross negligence in the performance of its duties or obligations hereunder, or the reckless disregard of its duties or obligations hereunder, neither the Adviser nor its directors, officers, or employees shall be liable for any error of judgment or mistake of law or for any loss suffered by the Trust or its shareholders in connection with the matters to which this Agreement relates including, without limitation, losses that may be sustained in connection with the purchase, holding, redemption, or sale of any security or other investment by the Trust, except: (i) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (bii) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Trust’s Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (cb) The Notwithstanding anything in this Agreement to the contrary, the Adviser shall indemnify not be liable for any failure or delay in performing any of its obligations under or pursuant to this Agreement, and hold harmless any such failure or delay in performing its obligations will not constitute a breach of this Agreement, to the Trust, each affiliated person extent such failure or delay is due to any cause or event whatsoever outside its reasonable control and it shall be entitled to a reasonable extension of the Trust time for performing such obligations as a result of such cause. Causes and/or events outside the Adviser’s reasonable control may include without limitation: acts of God; any change to the law, order or regulation of a government, supranational or regulatory body; currency restrictions, devaluations and fluctuations; any act of terrorism; market conditions affecting the execution or settlement of transactions or the value of assets; failure or breakdown of communications not reasonably within the meaning Adviser’s control; and the failure of Section 2(a)(3) of the 1940 Act, any relevant exchange or clearing house and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (shall include any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses event or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by circumstance that the Adviser of this Agreement or of the representations is unable, using reasonable skill and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required care, to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trustavoid.

Liability of the Adviser. (a) The Adviser cannot guarantee the future performance of the Fund, and neither the Adviser nor any of its officers, principals, partners, or employees make any representations or warranties, express or implied, that any level of performance or investment results will be achieved by the Fund or that the Fund will perform comparably with any standard or index, including other clients of Adviser. Except as may otherwise be provided by law or herein, the Adviser will not be liable to any person for any act or failure to act by SEI, the Fund’s custodian or transfer agent, any authorized participant(s), market makers, or any a brokerage firm or any other third party. (b) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements that it provides for inclusion in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (bc) The Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (bc) collectively are referred to as "“Improper Investments"”). (cd) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "“Indemnified Party") ”), against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact supplied by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's ’s Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "“Indemnified Party"”) against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's ’s office with the Trust.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure Documents. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's performance or non-performance of its duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. Neither party to this Agreement shall be responsible or liable for any failure or delay in performance or its obligations under this Agreement arising out of or caused, directly or indirectly, by circumstances beyond its reasonable control including, without limitation, acts of civil or military authority, national emergencies, labor difficulties (other than those related to the Adviser's employees), fire, mechanical breakdowns, flood or catastrophe, acts of God, insurrection, war, riots or failure of the mails, transportation, communication or power supply.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in the Fund's Disclosure DocumentsDocuments relating to the Adviser and any Fund's investment objectives and strategies, provided that no changes regarding such matters are made to any applicable Disclosure Documents without the written consent or other acknowledgement of the Adviser from and after the time that such Disclosure Documents are reviewed by the Adviser. (b) The Adviser shall be liable to the Fund for any loss (including transaction costs) incurred by the Fund as a result of any investment made by the Adviser in contravention of: (i) any investment policy, guideline or restriction set forth in the Registration Statement or as approved by the Board from time to time and provided to the Adviser; or (ii) applicable law, including but not limited to the 1940 Act and the Code (including but not limited to the Fund's failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "Improper Investments"). (c) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such person, an "Indemnified Party") against any and all losses, claims, damages, expenses or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense or liability and reasonable counsel fees incurred in connection therewith) to which any such person may become subject under the 1933 Act, the 1934 Act, the 1940 Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper InvestmentInvestment ; (iii) any untrue statement or alleged untrue statement of a material fact relating to the Adviser and any Fund's investment objectives and strategies contained in any Disclosure Document or the omission or alleged omission from a Disclosure Document of a material fact relating to the Adviser and any Fund's investment objectives and strategies required to be stated therein or necessary to make the statements therein not misleadingmisleading (it being understood, however, that this indemnification and agreement to hold harmless shall not apply to the extent that any such untrue statement, alleged untrue statement, omission or alleged omission is the result of any change made to any applicable Disclosure Document without the written consent or other acknowledgment of the Adviser from and after the time that such Disclosure Document has been reviewed by the Adviser, as contemplated in Section 7(c) hereof); or (iv) the Adviser's performance or non-performance of its material duties hereunder; provided, however, that nothing herein shall be deemed to protect any Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its shareholders to which such Indemnified Party would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person's office with the Trust. (d) For purposes of clarification, except with respect to the provisions of Section 14(a) and Section 14(b), the Adviser shall not be liable for any error of judgment or mistake of law, provided that nothing in this Agreement shall protect the Adviser against any liability to a Fund to which the Adviser would otherwise be subject by reason of the Adviser's negligence.

Liability of the Adviser. (a) The Adviser shall have responsibility for the accuracy and completeness (and liability for the lack thereof) of statements in each Fund’s Disclosure Documents relating to the Adviser and the Adviser’s affiliates, each Fund's Disclosure Documents’s investment strategies and related risks, and other information supplied by the Adviser for inclusion therein. (b) The Notwithstanding Section 14(c) of this Agreement, the Adviser shall be liable to the a Fund for any loss (including transaction costs) incurred by the Fund as a result of any trade error or investment made by the Adviser in contravention of: (i) any investment policy, guideline guideline, or restriction set forth in the Registration Statement or as approved in writing by the Board from time to time and provided in writing to the Adviser; or (ii) applicable law, including including, but not limited to to, the 1940 Act and the Code (including including, but not limited to to, the Fund's ’s failure to satisfy the diversification or source of income requirements of Subchapter M of the Code) (the investments described in this subsection (b) collectively are referred to as "“Improper Investments"”). (c) Except as expressly set forth in Section 14(b) of this Agreement, absent the Adviser’s breach of this Agreement or the willful misconduct, bad faith, negligence or reckless disregard of the obligations or duties hereunder on the part of the Adviser, or its officers, directors, partners, agents, employees and controlling persons, the Adviser shall not be liable for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any position. (d) The Adviser shall indemnify and hold harmless the Trust, each affiliated person of the Trust within the meaning of Section 2(a)(3) of the 1940 Act, and each person who controls the Trust within the meaning of Section 15 of the 1933 Act (any such said person, an "a “Trust Indemnified Party"”) against any and all losses, claims, damages, expenses expenses, or liabilities (including the reasonable cost of investigating and defending any alleged loss, claim, damage, expense expense, or liability and reasonable counsel fees incurred in connection therewith) to which any such said person may become subject under the 1933 Act, the 1934 Act, the 1940 Act Act, or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages, expenses expenses, or liabilities (or actions in respect thereof) arise out of or are based upon: (i) a material breach by the Adviser of this Agreement or of the representations and warranties made by the Adviser herein; (ii) any Improper Investment; (iii) any untrue statement or alleged untrue statement of a material fact by the Adviser contained in any Disclosure Document relating to the Adviser and the Adviser’s affiliates, a Fund’s investment strategies and related risks, and other information supplied by Adviser for inclusion therein, or the omission or alleged omission by the Adviser from a Disclosure Document of a material fact regarding the Adviser or the Adviser’s investment program required to be stated therein or necessary to make the statements therein not misleading; or (iv) the Adviser's ’s performance or non-performance of its the Adviser’s duties hereunder; provided, however, that nothing herein shall be deemed to protect any Trust Indemnified Party who is a Trustee or officer of the Trust against any liability to the Trust or to its the Trust’s shareholders to which such said Trust Indemnified Party otherwise would otherwise be subject by reason or willful misfeasance, bad faith, gross negligence negligence, or reckless disregard of the duties involved in the conduct of such said person's ’s office with the Trust. (e) The Trust, on behalf of each Fund severally and not jointly, shall, to the fullest extent permitted by law and the Trust’s governing documents, but subject to Section 14(f) below, indemnify and save harmless the Adviser, its affiliates and any of their respective partners, members, directors, officers, employees or shareholders (any said person, an “Adviser Indemnified Party”) from and against any and all claims, liabilities, damages, losses, and reasonable and documented costs and expenses, that are incurred by any Adviser Indemnified Party and that arise out of or in connection with the performance or non-performance of or by the Adviser Indemnified Party of any of the Adviser’s responsibilities hereunder (collectively, “Adviser Losses”), provided that an Adviser Indemnified Party shall be entitled to indemnification hereunder only if the Adviser Indemnified Party acted in good faith and in a manner the Adviser Indemnified Party reasonably believed to be in, or not opposed to, the best interests of the Fund; provided, however, that no Adviser Indemnified Party shall be indemnified for Adviser Losses by reason of willful misfeasance, fraud, bad faith, negligence or reckless disregard of the Adviser Indemnified Party’s duties under this Agreement (“Disabling Conduct”). Notwithstanding the foregoing: (i) Any indemnification under Section 14(e) of this Agreement shall be made by the Trust, solely out of the assets of the applicable Fund(s), only if authorized in the specific case on a determination that indemnification of the Adviser Indemnified Party is proper in the circumstances because the Adviser Indemnified Party is not prohibited from indemnification because of any Disabling Conduct, by: (a) a majority vote of a quorum consisting of the Independent Trustees of the Trust; or (b) a written opinion of legal counsel knowledgeable of the federal securities laws, including the 1940 Act and Advisers Act, and independent of the Adviser Indemnified Party and the Trust and agreed to by the Trust. (ii) An Adviser Indemnified Party shall not be entitled to indemnification with respect to any Adviser Losses that arise out of or in connection with any threatened, pending or completed action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative hearing or any other proceeding, whether civil, criminal, administrative or investigative between the Adviser Indemnified Party and the Trust, on behalf of a Fund. (iii) For the avoidance of doubt, this Section 14 does not entitle an Adviser Indemnified Party to any advancement or prepayment of any Advisor Losses. (f) Notwithstanding Section 14(e) of this Agreement, an Adviser Indemnified Party shall not be entitled to indemnification under this Agreement if such indemnification by the Trust, on behalf of a Fund, is inconsistent with the federal securities laws, including the 1940 Act, the Advisers Act, the 1933 Act and the 1934 Act and the rules and regulations thereunder, or applicable SEC or SEC staff written guidance, positions or interpretations.